TIDMPEBB
RNS Number : 1022T
Pebble Group PLC (The)
23 March 2021
23 March 2021
THE PEBBLE GROUP PLC
("The Pebble Group," the "Company" or the "Group")
AIM: PEBB
AUDITED FINAL RESULTS 2020
The Pebble Group, a leading provider of technology, services and
products to the global promotional products industry, announces its
audited results for the year ended 31 December 2020 ("FY 20"),
which show improving markets in Q4 20 and Group revenue and
Adjusted EBITDA ahead of market expectations for FY20.
The challenges of 2020 have been safely navigated and, in
parallel, our belief that the differentiated market positions and
strategies of the Group's businesses continue to provide
significant opportunities for growth has been reinforced. The new
financial year to 31 December 2021 ("FY 21") has started well, with
all areas of the business performing in line with management
expectations. The Board views the prospects for the Group with
confidence.
Financials
Adjusted results 2020 2019 Variance
Revenue GBP82.4m GBP107.2m GBP(24.8)m
Gross profit GBP31.0m GBP40.1m GBP(9.1)m
Gross profit margin 37.6% 37.4% 0.2 p.p.t.
Adjusted EBITDA(1) GBP9.8m GBP15.2m GBP(5.4)m
Adjusted operating profit(2) GBP6.8m GBP13.0m GBP(6.2)m
Adjusted profit before tax(3) GBP6.1m GBP7.6m GBP(1.5)m
Underlying operating cash flow(4) GBP7.2m GBP9.1m GBP(1.9)m
Net cash position (excluding lease GBP7.1m GBP8.9m GBP(1.8)m
liabilities)
Adjusted earnings per share(5) 2.96p 2.81p 0.15p
Statutory results 2020 2019 Variance
Operating profit/(loss) GBP5.7m GBP(4.9)m GBP10.6m
Profit/(loss) before tax(6) GBP5.0m GBP(10.3)m GBP15.3m
Basic and diluted earnings/(loss)
per share 2.44p (12.56)p 15.00p
(1) Adjusted EBITDA means operating profit before depreciation,
amortisation, share-based payments charge and exceptional
items in note 5
(2) Adjusted operating profit means operating profit before
amortisation of acquired intangible assets, share-based
payments charge and exceptional items
(3) Adjusted profit before tax means profit before tax before
amortisation of acquired intangible assets, share-based
payments charge and exceptional items
(4) Underlying operating cash flow is calculated as Adjusted
EBITDA less movements in working capital, capital expenditure
and lease payments excluding movements in transaction related
accruals and payments in respect of acquisitions
(5) Adjusted EPS represents Adjusted Earnings meaning profit
after tax before amortisation of acquired intangible assets,
share-based payments charge and exceptional items divided
by a weighted average number of shares in issue (2019 is
based on the weighted average number of shares in issue
post admission as if they were in issue for the full year).
(6) 2019 includes GBP13.5m deferred consideration payable on
the acquisition of Facilisgroup. IFRS3 requires that any
deferred consideration payments linked to post acquisition
employment conditions are treated as remuneration for post-acquisition
services and charged to the income statement over the deferral
period. All amounts due to the Facilisgroup vendors were
settled in full at IPO; IPO transaction costs of GBP3.9m;
and net finance costs of GBP5.4m.
Group highlights
-- Swift and deft response across the Group to the turbulence
created by the COVID-19 lockdowns, combined with a clear
focus on clients, culture and cash, enabled a resilient
FY 20 performance
-- Investment for growth acceleration continued in Facilisgroup,
including acquisition of strategically important software
assets for total cash consideration of $5.3m, of which $1.8m
was deferred, funded out of Group cash flow
-- Added a record number of new Partners to Facilisgroup and
maintained excellent retention levels
-- Retained all major clients in Brand Addition and implemented
two significant new contracts
-- Excellent cash management during 2020 with a year end cash
balance of GBP7.1m (2019: GBP8.9m) after acquisition of
software assets of GBP2.6m and settlement of IPO related
costs of GBP3.5m
-- FY 21 has started well and the Board views the prospects
for the Group with confidence
Facilisgroup
2020 2019
Recurring Revenue GBP9.3m GBP8.2m
Total Revenue GBP9.8m GBP9.3m
Adjusted EBITDA GBP6.0m GBP5.1m
-- Achieved 13% growth in Annual Recurring Revenue and 18%
growth in Adjusted EBITDA, despite the pandemic
-- Growth in Partner (customer) numbers accelerated - up 17%
in FY 20 to 175 (FY 19: 149) with almost 100% Partner retention
in the year
-- Partners showed resilience and flexibility in response to
the pandemic - Gross Merchandise Value (GMV) grew by 25%
to $1.0bn (FY 19: $0.8bn), against an industry decline of
circa 20%
-- Acquisition of software assets in December 2020, accelerating
the creation of new ecommerce solution, ranging from pop-up
stores to complex inventoried online stores
-- 180 Partners at 19 March 2021, with a further five contracted
awaiting implementation
-- Q1 21 performance to date is firmly in line with management
expectations
-- Positive reaction from Partners to new ecommerce product
with 41 Partners pursuing access for the initial launch
-- Management's internal aspiration to increase Facilisgroup's
recurring revenues beyond $50m by the end of 2024
Brand Addition
2020 2019
Revenue GBP72.6m GBP97.9m
Adjusted EBITDA GBP5.2m GBP10.7m
-- Consumer Promotions revenue remained robust with a comparable
performance to 2019
-- Corporate Programmes revenue severely impacted in Q2 and
Q3 20 as clients reduced marketing activities as a result
of lockdown disruption
-- Positive signs of recovery in Corporate Programmes in Q4
20, as global clients in sectors such as Technology, Transport,
Engineering, and Financial Services re-emerged
-- Positive momentum achieved in Q4 20 continues and currently
targeting a return towards 2019 revenue levels in FY 21:
* Very strong order intake in Consumer Promotions
division for sales to be invoiced in 2021
* Corporate Programmes benefitting from full year
impact of 2020 client wins, with the anticipated
lifting of COVID-19 lockdown restrictions expected to
aid the recovery of this division further
-- Total orders invoiced or received for 2021 at 19 March 2021
were GBP41.6m (2020: GBP31.5m and 2019: GBP31.4m)
Enquiries:
The Pebble Group plc
Chris Lee, Chief Executive Officer
Claire Thomson, Chief Financial
Officer +44 (0) 161 786 0415
Grant Thornton UK LLP (Nominated
Adviser)
Samantha Harrison / Harrison Clarke
/ Lukas Girzadas +44 (0) 20 7184 4384
Berenberg (Corporate Broker)
Chris Bowman / Jen Clarke / Arnav
Kapoor +44 (0) 20 3207 7800
Belvedere Communications (Financial thepebblegrouppr@belvederepr.com
PR) +44 (0) 7715 769 078
Cat Valentine +44 (0) 7967 816 525
Keeley Clarke
About The Pebble Group plc - www.thepebblegroup.com
The Pebble Group is a provider of technology, services and
products to the global promotional products industry, comprising
two differentiated businesses, focused on specific areas of the
promotional products market:
Facilisgroup - www.facilisgroup.com
Facilisgroup focuses on supporting the growth of mid-sized
Promotional Product businesses in North America by providing a
technology platform, which enables those businesses to benefit from
significant business efficiency and gain meaningful supply chain
advantage from the ability to purchase from quality suppliers under
preferred terms.
Brand Addition - www.brandaddition.com
Brand Addition focuses upon providing promotional products and
related services under contract to some of the world's most
recognisable brands. Its largest contracts are valued in the
millions of pounds with the products and services supplied being
used for brand building, customer engagement and employee rewards.
Working in close collaboration with its clients, Brand Addition
designs products and product ranges, hosts client-branded global
web stores and provides international sourcing and distribution
solutions.
We categorise our revenues into two divisions, Corporate
Programmes, that supports our clients' general marketing
activities, and Consumer Promotions, that supports our clients in
driving their own sales volumes.
A copy of the Final Results 2020 Investor Presentation will be
available on the Company's website later today
https://www.thepebblegroup.com/investors/results-reports-and-presentations/
.
CHAIRMAN'S STATEMENT
I am pleased to announce the Group's results for 2020, which was
a challenging year but also one of considerable achievement under
difficult circumstances.
Although our financial performance was impacted significantly in
the first half of the year by COVID-19, the situation improved,
through good management and improving markets, from the start of
the second half of the year and gaining momentum in the final
quarter. The Group ended the year with revenue of GBP82.4 million
(2019: GBP107.2 million) and Adjusted EBITDA of GBP9.8 million
(2019: GBP15.2 million).
This resilient performance was made possible by the swift and
deft response of our people around the world to the turbulence
created by the COVID-19 global lockdowns, stabilising the Group's
finances and making sure our businesses were best-positioned to
deal with changes in our markets. A clear focus on clients, culture
and cash enabled the Group to navigate these unprecedented
challenges and deliver these results, whilst ensuring our
businesses remain fully equipped to benefit from the uplift as
activity levels continue to recover.
The new financial year to 31 December 2021 ("FY 21") has started
well with Brand Addition continuing to recover, and continuing
strong performance in Facilisgroup. The Group's performance to date
is in line with our expectations.
Summary of the year
The Group delivered on key elements of its strategy during the
year.
Brand Addition secured and successfully on-boarded two
significant new client contracts and retained its existing major
clients.
Facilisgroup continued to grow throughout the whole of the year
and generate very attractive Adjusted EBITDA margins, building upon
its technology capability through the acquisition of strategically
important software assets, funded from Group cash flows. We believe
that the addition of this technology, together with increased
investment internally in product development, has the potential to
increase Facilisgroup's recurring revenues significantly, through
additional new Partner services, and increasing the rate of new
customer acquisition.
This performance reflects the resilience of our business model,
the strength and ability of our entire team and the calibre of the
senior management and my Board colleagues. Whilst I am pleased to
report on the Group's achievements in 2020, I am also very
conscious that many colleagues, suppliers and customers have faced
significant hardship, both personally and professionally, as a
result of the COVID-19 pandemic. On behalf of the Board, I thank
all of you for your support and commitment, throughout this very
difficult period.
Long-term vision and strategy
The promotional product strategies operated by hundreds of
organisations around the world and served by The Pebble Group are
about more than advertising brands. They are about building
customer relationships, creating engagement with employees,
building loyalty and giving reward to customers and employees, all
in near real time. Brand Addition's position as a strategic level
supplier of promotional products to some of the world's largest
brands across most major sectors, together with Facilisgroup's
technology offerings provided to middle market promotional products
operators in North America, present the business with very
significant opportunities.
Our vision is to become the partner of choice for global brands,
which use promotional products as a strategic stakeholder
engagement tool; and develop the technology product capabilities of
Facilisgroup, to service the full spectrum of technology for SME
distributors of promotional products, seeking to professionalise
and grow their businesses in North America.
The events of 2020 have not affected our underlying strategy. In
fact, changes that have occurred in the market, such as greater
demand from Brand Addition's clients for innovative, high quality
and sustainable products and the ability of Facilisgroup's Partners
to operate their businesses flexibly and remotely under lockdown,
fits well with the strategy that the Group is implementing.
Facilisgroup continues to grow in line with our expectations and
our plan is to accelerate this growth through the introduction of
new product functionality as set out in the Chief Executive's
Review. At Brand Addition, we are confident of restoring the
revenues and organic growth levels achieved prior to the pandemic,
as our markets settle and adapt to a post-COVID world.
People and commitment to diversity
Our firm belief is that our team is central to all that the
Group does and achieves. We value our people highly and are focused
on building a culture of positive engagement throughout the
business, encouraging the development of our people and recognising
their contribution to the success of the business.
The Group is committed to ensuring diversity, equity and
inclusion in all areas. Our goal is to foster a positive work
ethic, while remaining results and client focused, and demonstrate
our commitment to doing the right thing. Promoting our diverse
backgrounds, skill sets and experiences, delivers better results
for everyone. Our actions and ambitions in the journey to deliver
this goal are set out within the Environmental, Social and
Governance section of our Annual Report.
Being on AIM allows us to share the value created by the Group
and recognise the efforts of our teams. We issued our first Long
Term Incentive Plan in December 2020, in which 48 senior people
across the Group are participating. This was slightly later than
originally planned due to COVID-19. It is our intention to build on
this and issue our first Share Save Scheme in 2021, as outlined at
the time of IPO. These initiatives support the already strong
alignment with shareholders from the near 10% shareholding in The
Pebble Group by the Board and other colleagues in the business.
Environmental, Social and Governance ("ESG")
As a Board, we understand and welcome the increasing importance
of ESG to investors, employees and clients. We are committed to
creating positive interactions with all stakeholders and intend to
demonstrate this over the long-term through our approach to ESG. We
have expanded our ESG reporting in this year's Annual Report,
setting out our ESG priorities and related activities under four
headings:
-- Impact of our business on our environment and our communities;
-- Diversity, equity and inclusion;
-- Board independence, ethics and leadership; and
-- Risk management processes.
Alongside this, we have strengthened our team via two high
quality appointments, with Lucy Penfold as Group General Counsel
and Company Secretary and Kirsten Motyl as Senior ESG Officer. From
H2 21, we will publish a stand-alone Annual Sustainability Report
further setting out our ESG ambitions and progress.
Team
In addition to the appointments above, our management teams were
strengthened through both recruitment and internal promotion across
the Group. Ashley McCune was appointed President of Facilisgroup in
January 2020. Ashley has played a key role in the growth of
Facilisgroup, since joining the business in the early stages of its
development. In January 2021, Chris Lee, Group CEO, handed over
direct management of Brand Addition to Karl Whiteside, to spend
more time on strategic Group initiatives. Karl was previously
Managing Director at Brand Addition in North America.
The Group benefits from strong, experienced, and motivated
senior management, who are ambitious to accelerate growth.
Dividend
As previously disclosed, given the impact of the pandemic, the
focus on cash preservation and the Group's use of the UK Job
Retention Support Scheme in the year under review, the Board
considers that a dividend payment in respect of 2020 would be
inappropriate. We remain committed to the dividend policy stated at
IPO and will review dividend payments in respect of 2021, as the
new financial year progresses. An update will be provided in the
Group's half year results, scheduled for announcement in September
2021.
Summary and outlook
The new financial year has started well with a good performance
in the first quarter across the business. The team and Board are
confident in the long-term prospects for our market and, in
particular, the strategies that we are implementing to increase our
position within it.
Finally, I would like to thank all of our people and
shareholders for their exceptional support throughout 2020, which
has been much appreciated by your Board.
Richard Law
Non-executive Chairman
23 March 2021
CHIEF EXECUTIVE'S REVIEW
Overview of the Year
We are pleased to issue the Group's results for the year ended
31 December 2020, our first full year as a listed company.
Whilst the year was dominated by the social and economic
disruptions caused by restrictions resulting from the COVID-19
pandemic, the Group generated revenue of GBP82.4m (2019:
GBP107.2m), being 77% of the prior year, and Adjusted EBITDA of
GBP9.8m (2019: GBP15.2m), being 64% of the prior year.
Behind these headlines, the Group's year, and its momentum, as
we move into 2021, can be split into three distinct phases.
Q1 20: pre COVID-19
The Group started the year strongly and in line with our
expectations. The first references to COVID-19 in China entered our
consciousness and our initial concern was for our team in Asia and
the potential for disruption to our supply chain in this region.
This risk was well-managed by our team and suppliers, without any
material financial impact to the Group throughout the year.
Q2 and Q3 20: a low point of sales activity in April
The rapid spread of COVID-19 into Europe and North America, with
resultant lockdowns, significantly impacted certain parts of our
operations. At Brand Addition, the low point of sales order intake
was in April, as initial lockdowns created the greatest levels of
disruption. We acted quickly to manage our cost base and liquidity
with the aim of responsibly protecting all our stakeholders through
this period. At Facilisgroup, the impact on our financial results
was very limited. Operationally, we worked hard to support our
Partners and Preferred Suppliers, as their businesses were severely
disrupted.
The flexibility, dedication, and support of our teams across the
Group during this period was exceptional.
Q4 20: a positive momentum shift
Sales activity across the Group improved in Q4 20. At Brand
Addition, we successfully implemented the two major contract wins
from Q1 20 and total like-for-like sales also steadily recovered
throughout the quarter as our clients found a new level of
normality. At Facilisgroup, our Partner's sales values also began
to show signs of recovery.
We were pleased to end the year with the acquisition of
strategic software assets. Funded through Group cash flows, this
accelerates the ecommerce capabilities of Facilisgroup creating the
potential for additional annual recurring revenue from existing and
potential Partners.
Our concentration on clients, culture and cash was key to the
Group's ability to navigate the disruption and challenges
experienced throughout the year. Exiting 2020, we have retained all
of our major clients and Partners and maintained a strong balance
sheet and a motivated team.
In a year that brought so much uncertainty, the teams across our
businesses in Europe, North America and Asia showed great care for
each other, our clients, suppliers, and the Group's long-term
success. My huge thanks go to all of our people and our Board for
their efforts and support.
Promotional products market
As one of the most cost-effective forms of marketing, the global
promotional products market is large with the North American and
European markets totalling over $50bn in 2019. Due to the impact of
COVID-19 disruption, industry estimates from North America suggest
that traditional sales of promotional items fell by circa 40% in
2020, with sales of Personal Protection Equipment (PPE) related
items reducing this decline to circa 20%. Much of this decline
occurred in Q2 and Q3, before showing signs of recovery in Q4. We
believe that the demand from businesses of all sizes, sectors, and
geographies to use promotional products to convey their brand
values and identity to stakeholders remains strong.
Our Group has two differentiated offerings, delivered through
Facilisgroup and Brand Addition.
Our business model and operational performance
Facilisgroup
Facilisgroup 2020 2019 Variance
Recurring Revenue GBP9.3m GBP8.2m 13%
-------- -------- ---------
Other Revenue GBP0.5m GBP1.1m -55%
-------- -------- ---------
Total Revenue GBP9.8m GBP9.3m 5%
-------- -------- ---------
Gross profit GBP9.8m GBP9.3m 5%
-------- -------- ---------
Gross profit
% 100% 100% -
-------- -------- ---------
Adjusted EBITDA GBP6.0m GBP5.1m 18%
-------- -------- ---------
Partner numbers 175 149 17%
-------- -------- ---------
Facilisgroup supports the growth of mid-sized Promotional
Product businesses in North America by providing a technology
platform, enabling those businesses to benefit from significant
business efficiency and gain meaningful supply chain advantage from
the ability to purchase from quality suppliers under preferred
terms.
In a year in which promotional products industry sales are
estimated to have declined by 20%, the Gross Merchandise Value
(GMV) of Facilisgroup Partners (customers) grew by 25% to $1.0bn
(FY 19: $0.8bn), representing an almost 5% market share and
demonstrating the quality of the Facilisgroup offering and the
strength of the Partner businesses. Breaking through $1bn of GMV is
a significant milestone for Facilisgroup and in line with our
expectation at the beginning of 2020. Equally, the makeup of these
orders was different to expectation. High value PPE sales orders
were made by a number of our Partners in Q2 20, as traditional
sales reduced. As we moved through Q4 20, sales order values began
to return towards prior year levels, which we see as positive for
the prospects of our Partners and the promotional products industry
as lockdown restrictions reduce in 2021.
Encouragingly, the growth in Partner numbers continued to
accelerate year-on-year. At 31 December 2020, we had 175 Partners,
an increase of 26 or 17% in the year. Partner retention remains
strong. As well as the record number of new Partners implementing
our technology in 2020, in the most challenging environment, we had
almost 100% Partner retention. Our plan is to continue the
acceleration in Partner numbers in 2021.
The above resulted in Annual Recurring Revenue increasing by 13%
to GBP9.3m (FY 19: GBP8.2m). Other Revenue was GBP0.6m lower, as a
result of withdrawing from the supply of ancillary artwork services
to our Partners, and lockdowns restricting travel for events and
training. However, we did not incur the expenses against this Other
Revenue, resulting in a cost reduction in people and overheads.
From the above mix, Total Revenue increased by 5% to GBP9.8m (FY
19: GBP9.3m).
The recurring revenue model that underpins Facilisgroup
continued to deliver excellent returns in 2020. We further invested
in the skills and the number people on the team during the year,
including significantly strengthening the leadership within the
business. In tandem with the cost savings from reduced travel and
the cancellation of our annual conference in June, this resulted in
Adjusted EBITDA of GBP6.0m (FY 19: GBP5.1m) being a return on Total
Revenue of 61% (FY 19: 55%).
Our Annual Recurring Revenues (ARR), being 95% of Total Revenues
in 2020, comprise two items:
Management Fees from our Partners for our subscription-based
technology ( 75% FY 20 ARR), which are fixed at the beginning of
the year for each Partner, based on their prior year GMV. These
deliver a highly predictable revenue stream for the business. Our
average Management Fees per Partner are expected to remain
consistent from 2020 to 2021.
Marketing Fund from our Preferred Suppliers ( 25% FY 20 ARR) is
based upon the value of purchases placed by Partners with our
Preferred Suppliers in the year. In 2020, the swing towards
Personal Protective Equipment ("PPE") product has resulted in a
lower percentage but similar value of purchases through these
Preferred Suppliers compared to 2019. We would expect the
percentage of purchases through our Preferred Suppliers to move
back towards 2019 percentage levels in 2021.
In parallel to working closely with our Partners and Preferred
Suppliers to manage the short-term challenges in 2020, we continued
to evolve the Facilisgroup strategy to support its multiple growth
opportunities.
Facilisgroup's vision is to become the technology leader in the
promotional products industry , enhancing our offering to cover the
technology spectrum in our industry, and, hence, power the
efficiency and growth of entrepreneurial distributors and
suppliers. Behind this vision in 2019 and 2020, we have invested
circa $8m in our technology, including the acquisition of software
assets in December 2020. We have also grown the expertise within
our team and its leadership, and expanded our infrastructure, all
aimed at readying the business for significant growth. This
investment enables us to evolve our three growth strategies into
three separate technology product offerings, being:
1 Order workflow, targeted at distributors of >$2m sales:
Powering visibility and growth for mid-tier and larger
distributors, this is the product upon which Facilisgroup's
foundation has been based. We will continue to responsibly
increase our Partner numbers, ensuring our Partner quality
remains high and the community relationships we create
with our Partners and suppliers remain strong;
2 Ecommerce stores targeted at distributors of all sizes:
Offering a variety of ecommerce stores to drive the sales
of our customers, this product is based upon the acquisition
of software assets in December 2020. Launching in Q2 21
our aim is to attract additional recurring revenues from
existing Partners, support the growth of new Partners and
develop new customers from offering this as a stand-alone
service; and
3 Order workflow, targeting at distributors of <$2m sales:
Developing our technology and strong industry relationships
to industry entrepreneurs in the early stage of their business
development, this product will offer an adaptation of our
existing services. We are investing time and resources
into this exciting opportunity with an expected launch
in late 2022.
Against this vision and these three product offerings, our team
has set itself ambitious yet achievable goals. By the end of 2024,
our internal aspiration is to increase Facilisgroup's annual
recurring revenues beyond $50m, through:
-- An increase in the total number of customers using our products
to 950;
-- Growing the GMV that is processed through our technology
towards $2bn; and
-- Channelling GBP0.6bn of spend through our Preferred Suppliers.
We look forward to measuring our performance against these
targets and will share our progress at each reporting period.
An important step on the journey to achieving the above was the
acquisition of new software assets in December 2020, detailed
below:
Acquisition of Software Assets for Facilisgroup
On 18 December 2020, Facilisgroup acquired software assets from
CoreXpand, a US based software developer, for a total cash
consideration of $5.3m of which $1.8m was deferred.
The acquired software accelerates Facilisgroup's ability to
deliver an ecommerce service to market, being the easy development
of online stores, a key selling tool for Partners and a large
number of entrepreneurial businesses in the promotional products
sector. These stores will range from online pop-up stores through
to complex inventoried online stores.
Expanding the suite of technology products further enhances the
compelling credentials of Facilisgroup as a provider of services
which help businesses manage and grow their operations effectively.
The addition of such technology has the potential to significantly
expand the subscription services utilised by existing Partners plus
support the attraction of new Partners to the Facilisgroup
platform.
Brand Addition
Brand Addition 2020 2019 Variance
Revenue GBP72.6m GBP97.9m -26%
--------- --------- ---------
Gross profit GBP21.2m GBP30.8m -31%
--------- --------- ---------
Gross profit
% 29.2% 31.5% -2.3ppt
--------- --------- ---------
Adjusted EBITDA GBP5.2m GBP10.7m -51%
--------- --------- ---------
Brand Addition focuses entirely upon providing promotional
products and related services under contract to some of the world's
most recognisable brands. Its largest contracts are valued in the
millions of pounds with the products and services supplied being
used for brand building, customer engagement and employee rewards.
Working in close collaboration with its clients, Brand Addition
designs products and product ranges, hosts client-branded global
web stores and provides international sourcing and distribution
solutions.
We categorise our revenues into two divisions, Corporate
Programmes that supports our clients' employee engagement and brand
building activities, and Consumer Promotions that supports our
clients in driving their own sales volumes.
In the year, total revenue was 74% of prior year at GBP72.6m (FY
19: GBP97.9m).
Corporate Programmes revenue (60% FY 20 divisional revenues) was
severely impacted in Q2 and Q3 20, as our clients suffered lockdown
related disruption and reduced their marketing activities. In Q4 20
these clients, global businesses in sectors such as technology,
transport, engineering and financial services, re-emerged and,
together with the implementation of two major client wins, our
sales orders showed positive signs of recovery.
Our Consumer Promotions revenue (40% FY 20 divisional revenues)
remained robust and overall comparable to prior year. In this
division, we provide our global clients in the Fast-Moving Consumer
Goods and Health and Beauty sectors with product and services that
are used as strategic tools in driving their own sales volumes, via
gift with purchase promotions through a mixture of retail outlets
including supermarkets, pharmacies and online sales.
From a low point of sales orders received in April of 31% of
prior year, total Brand Addition sales orders received and invoiced
in Q4 20 recovered to 75% of prior year.
As sales activity was impacted towards the end of Q1 20, Brand
Addition took swift action to protect its people and the value
within the business. Our teams began to work from home, wherever
possible, with the business remaining operational throughout the
year. In the uncertainty surrounding the potential length of
lockdowns and the associated impact upon our sales, a cost
reduction programme was launched at the beginning of Q2 20. Of the
total savings made in the year of circa GBP4.3m, GBP3.3m of these
were made through Q2 and Q3, via a mix of reduction in
non-essential spend, use of government furlough or equivalent
schemes, and the Brand Addition team and The Pebble Group Board
taking temporary salary reductions. These salary reductions did not
impact team members at the lower end of the pay scale. The highest
percentage of reduction was at Board level and was in place for the
six months ending 30 September 2020. As we entered Q4 20, we made
judgements on our estimated sales activities into 2021 and reduced
the total number of people in Brand Addition to 353 (31 March 2020:
392).
The positive momentum in sales orders in Q4 20 resulted in the
business performing ahead of revised internal targets for the year.
These targets were set at the height of the first phase of
lockdowns, when our cost reduction programme was put in place. This
performance was due to the huge efforts of our team. In recognition
of this result and the way we have aimed to manage the business
through this challenging period, we took the decision to return a
significant proportion of the temporary salary reductions to our
team, and this has been accounted for in our FY 20 results. No
return of salary was made to the Brand Addition management teams or
The Pebble Group Board.
Our careful cost management with gross margins slightly below
the targeted long-term average of 30% resulted in Brand Addition
Adjusted EBITDA for the year of GBP5.2m (FY 19: GBP10.7m) being 51%
below prior year.
Outlook
The Group safely navigated through the challenges of 2020 and,
in parallel, reinforced its belief that the differentiated market
positions and strategies of its businesses continue to provide
significant opportunity for growth.
We have made a positive start to the new financial year at
Facilisgroup. On 19 March 2021, total Partners had increased to 180
(31 December 2020: 175), with a further five contracted, awaiting
implementation, and our Q1 21 performance to date is firmly in line
with management expectations.
Our ecommerce platform based on the acquired software assets is
developing to plan. In April 2021, we are launching our first
ecommerce stores solution. There has been a positive reaction from
Partners with 41 pursing access for the initial launch. We will
continue to develop this software through 2021 and expect to have a
full suite of online stores capabilities available in H1 22.
At Brand Addition, we have had particularly strong order intake
for sales to be invoiced in 2021 from our Consumer Promotions
division, where existing clients have continued to consolidate
their spend through Brand Addition and invest further in this
strategic marketing category. The recovery of our Corporate
Programmes division will benefit from a full year impact of our
2020 new client wins and we expect the current plans for the
lifting of lockdown restrictions to aid the recovery of
like-for-like client sales. We are currently targeting a return
towards 2019 revenue levels in the full year ending 31 December
2021. On 19 March 2021, total orders invoiced or received for 2021
were GBP41.6m (2020: GBP31.5m, 2019 GBP31.4m).
The pandemic has temporarily interrupted the trajectory of our
growth, but we are confident that the opportunities for the Group
remain strong. We look forward to updating shareholders on the
progress of the Group throughout the year.
Christopher Lee
Chief Executive Officer
23 March 2021
CHIEF FINANCIAL OFFICER'S REVIEW
2020 2019 Variance
Revenue GBP82.4m GBP107.2m GBP(24.8)m
Adjusted EBITDA GBP9.8m GBP15.2m GBP(5.4)m
Underlying operating cash GBP7.2m GBP9.1m GBP(1.9)m
flow
Net cash position (excluding GBP7.1m GBP8.9m GBP(1.8)m
lease liabilities)
Adjusted Earnings Per Share 2.96p 2.81p 0.15p
Overview
The results for the year reflect the impact of the COVID-19
pandemic on the Group. Revenue of GBP82.4m (2019: GBP107.2m) was
76.9% of FY19 and Adjusted EBITDA GBP9.8m (2019: GBP15.2m) 64.5% of
FY19. It is, however, important to understand that beneath the
headlines, the pandemic did not impact the businesses within the
Group in the same way:
Facilisgroup continued to grow revenue and EBITDA, implemented a
record number of new Partners, 26 (2019: 22), and increased
recurring revenues (management fees from Partners and marketing
fund from Preferred Suppliers) by 13%.
Brand Addition revenue totalled 74% of the prior year. Sales in
our Consumer Promotions division performed robustly. Corporate
Programme sales were impacted as lockdowns took hold, recovering
with improving momentum through Q4. This momentum included new
business wins and implementations, which will support the recovery
of this division with a full year sales contribution in 2021.
The Group's balance sheet remains strong and its liquidity
position is robust with cash balances of GBP4.0m at 19 March 2021
with no amounts drawn down on the Company's GBP10m committed
revolving credit facility.
Review of the business
The Group chooses to use adjusted measures as key performance
indicators in addition to those reported under IFRS, as they
reflect the underlying performance of the business. These adjusted
measures exclude certain non-operational and exceptional items,
which have been consistently applied in both years presented. The
information presented below should also be considered in
conjunction with the segmental analysis in the Chief Executive's
Review and note 4, which provide further detail on the performance
of the separate businesses within the Group.
2020 2019 Variance
Revenue GBP82.4m GBP107.2m GBP(24.8)m
Gross profit GBP31.0m GBP40.1m GBP(9.1)m
Gross profit margin 37.6% 37.4% 0.2%
Adjusted EBITDA GBP9.8m GBP15.2m GBP(5.4)m
Adjusted EBITDA margin 11.9% 14.2% (2.3)%
Depreciation and amortisation GBP(3.5)m GBP(2.7)m GBP(0.8)m
Exceptional items GBP(0.6)m GBP(17.4)m GBP16.8m
Operating profit/(loss) GBP5.7m GBP(4.9)m GBP10.6m
Net finance costs GBP(0.7)m GBP(5.4)m GBP4.7m
Profit/(loss) before tax GBP5.0m GBP(10.3)m GBP15.3m
Tax GBP(0.9)m GBP(2.0)m GBP1.1m
Profit/(loss) for the year GBP4.1m GBP(12.3)m GBP16.4m
Weighted average number of
shares (2019: pro-forma) 167,450,893 167,450,893 -
Adjusted EPS* 2.96p 2.81p 0.15p
Basic EPS 2.44p (12.56)p 15.00p
*2019 is based on the weighted average number of shares in issue
post Admission.
Revenue
Revenue for FY20 was GBP82.4m (2019: GBP107.2m), a reduction of
23.1%. In Facilisgroup, revenue increased in total by a net
GBP0.5m. This was an increase of GBP1.1m or 13% in annual recurring
revenues, offset by a GBP0.4m reduction following the withdrawal
from the supply of ancillary artwork services for which there was a
cost saving in Administrative Expenses, and a reduction in
ancillary income of GBP0.2m, as restrictions impacted training and
events. Revenue in Brand Addition Consumer Promotions remained flat
with FY19 at GBP28.8m, new business implemented and invoiced in the
year was GBP3.4m, with the balance of GBP40.4m (2019: GBP67.9m)
being made up from existing Corporate Programme customers.
Gross profit
Gross profit as a percentage of turnover increased during the
year by 0.2 p.p.t from 37.4% to 37.6%, largely reflecting the
impact of Facilisgroup at 100% gross profit margins being a larger
proportion of total gross profit. In Brand Addition, there was a
2.3 p.p.t reduction in the gross profit margin, which moved to
29.2% in the year (2019: 31.5%), as specific promotions enhancing
the 2019 number were not repeated, reduced overall volumes impacted
the contribution from supplier rebates, and, as indicated for 2021,
new business at lower than average initial margins impacted the mix
in the short term.
Adjusted EBITDA
Adjusted EBITDA was GBP9.8m (2019: GBP15.2m), the movement from
2019 is made up as follows:
- Facilisgroup GBP0.9m of which GBP0.5m came from an increase in
revenues, the balance from cost savings as travel and events did
not take place due to COVID-19 restrictions.
- Brand Addition GBP5.5m reduction. This was after GBP2.3m of
contributions or savings from the use of Government furlough or
equivalent schemes, GBP0.7m temporary salary reductions from the
Brand Addition team and The Pebble Group Board, and a GBP0.8m
reduction in non-essential spend. Further savings of GBP0.5m were
generated from a permanent reduction in headcount.
- Central costs increased by GBP0.8m in the year, as 2020 was
the first full year that the Group carried the costs of being
listed.
The Adjusted EBITDA margin reduced by 2.3 p.p.t from 14.2% to
11.9% as a result of the reduced contribution from Brand Addition.
As trading volumes return to 2019 levels, our expectation is that
the EBITDA margin will also return to 2019 levels.
Depreciation and amortisation
The total charge in the year was GBP3.5m (2019: GBP2.7m), of
which GBP2.0m (2019: GBP1.5m) related to the amortisation of
intangible assets. In accordance with IAS 38, the Group capitalises
the costs incurred in the development of its software and the
increase in the year is a result of the Group's continued
investment in its proprietary technology. It is the Group's
intention to continue this investment and it is expected that this
charge will increase in the next financial year.
Exceptional items
2020 2019 Variance
Reorganisation and restructuring GBP0.4m - GBP(0.4)m
Transaction and IPO related GBP0.2m GBP3.9m GBP3.7m
costs
Deferred consideration payments
to Facilisgroup vendors - GBP13.5m GBP13.5m
Total GBP0.6m GBP17.4m GBP16.8m
Exceptional costs of GBP0.6m (2019: GBP17.4m) comprise GBP0.4m
restructuring costs in Brand Addition, arising as a result of
changes made to headcount to align people costs with anticipated
ongoing sales volumes. Transaction costs of GBP0.2m (2019: GBP3.9m)
relate to the Facilisgroup software acquisition. Total transaction
related costs were GBP0.2m, of which GBP0.1m has been capitalised
and included within intangible assets in accordance with IAS 38.
Transaction costs in the prior year were the costs associated with
the Group's admission to AIM on 5 December 2019.
Deferred consideration payments of GBP13.5m in 2019 arose on
settlement of outstanding consideration payments to the vendors of
Facilisgroup. As the sale and purchase agreement for the
acquisition of Facilisgroup specified deferred payments would only
be payable in the event the vendors remained as employees of the
Group, IFRS 3 required these payments be treated as remuneration
for post-acquisition services and the costs charged to the profit
and loss account over the deferral period. As all amounts
outstanding were settled on Admission to AIM, these were charged to
the income statement in 2019 and included as an exceptional
item.
Operating profit/(loss)
The above resulted in Operating profit for the year of GBP5.7m
(2019: GBP4.9m loss).
Finance costs
Net costs of GBP0.7m in the year (2019: GBP5.4m) include
interest on the utilisation of the Group's committed RCF facility
during the year of GBP0.2m and interest costs on leases capitalised
in accordance with IFRS 16 of GBP0.4m. The prior year number
included interest costs relating to Group's capital structure prior
to Admission to AIM. The costs for 2020 are representative of
ongoing expectations.
Taxation
The total taxation charge was GBP0.9m (2019 : GBP2.0m) giving
rise to an effective rate of tax of 18.0% (2019: -19.4%). The
effective rate of tax was marginally lower than the UK standard
rate of taxation as the Company benefitted in the year from
corporate interest rate deductions that were previously disallowed
for taxation purposes. The prior year effective rate was impacted
by the tax treatment of the exceptional item relating to
Facilisgroup deferred consideration for which no tax deduction was
available. In future years we expect the Group's effective rate of
tax to remain close to the UK corporation tax rate although this
will be impacted by the amount of profit the Group earns in
overseas jurisdictions where corporation tax rates are higher than
those of the UK.
Earnings per share
The earnings per share analysis in note 7 covers both adjusted
earnings per share (profit after tax before amortisation of
acquired intangibles, share-based payments charge and exceptional
items divided by the weighted average number of shares in issue
during the year), and statutory earnings per share (profit
attributable to equity holders divided by the weighted average
number of shares in issue during the year). Adjusted earnings
(profit after tax before amortisation of acquired intangibles,
share-based payments charge and exceptional items) was GBP5.0m
(2019: GBP4.7m) an increase in adjusted basic earnings per share
(2019: pro-forma) of 0.15 pence per share. Basic earnings per share
(profit attributable to equity holders divided by the weighted
average number of shares in issue during the year) was 2.44 pence
per share (2019: loss of 12.56 pence per share) an increase of 15.0
pence per share.
Dividends
On Admission to AIM in December 2019, the Group's stated
intention was to make dividend payments of c.30% of profit after
tax. As previously disclosed, given the impact of the pandemic, the
focus on cash preservation and use of government job retention
support schemes, the Board considers that a dividend payment in
respect of 2020 would be inappropriate. This position will be
reviewed during 2021 and an update provided in the Group's half
year results, scheduled for announcement in September 2021.
Cash flow
The Group had a cash balance of GBP7.1m at 31 December 2020
(2019: GBP8.9m), of which GBP2.8m in 2019 related to proceeds
received from the IPO left behind by the selling shareholders.
Cash flow for the year is set out below.
2020 2019 Variance
Adjusted EBITDA GBP9.8m GBP15.2m GBP(5.4)m
Movement in working capital excluding GBP1.7m GBP(2.8)m GBP4.5m
IPO related accruals
Capital expenditure excluding acquisition GBP(3.1)m GBP(2.1)m GBP(1.0)m
of intangible assets
Leases GBP(1.2)m GBP(1.2)m -
---------- ----------- -----------
Underlying operating cash flow GBP7.2m GBP9.1m GBP(1.9)m
Movement in working capital IPO related GBP(3.5)m GBP3.9m GBP(7.4)m
accruals
Acquisition of intangible assets GBP(2.6)m - GBP(2.6)m
---------- ----------- -----------
Adjusted operating cash flow GBP1.1m GBP13.0m GBP(11.9)m
Tax paid GBP(1.3)m GBP(2.5)m GBP1.2m
Net finance cash flows GBP(0.7)m GBP9.0m GBP(9.7)m
Acquisitions and financing - GBP(1.3)m GBP1.3m
Exceptional items GBP(0.5)m GBP(17.3)m GBP16.8m
Exchange loss GBP(0.4)m GBP(0.2)m GBP(0.2)m
---------- ----------- -----------
Net cash flow GBP(1.8)m GBP0.7m GBP(2.5)m
Underlying operating cash flow
Underlying operating cash flow before tax payments, net finance
costs, transaction related accruals, payments in respect of
acquisitions and exceptional items was GBP7.2m (2019: GBP9.1m),
representing Adjusted EBITDA to underlying operating cash flow
conversion of 73.5% (2019: 59.9%). This is an important metric for
the Group that is monitored consistently to ensure it remains
strong, whilst retaining an appropriate level of investment in
capital expenditure to support future growth. The improvement in
the year is due to a reduction in net working capital in Brand
Addition, as a result of reduced volumes and continued strong
working capital management. Exceptional cash outflows relate to the
restructuring and transaction related costs referred to above. In
2019, Group investing and exceptional cash outflows related
principally to the settlement of third party debt and financing
facilities outstanding at the time of IPO.
Balance Sheet and shareholders' funds
Net assets increased in the year by GBP3.4m, the balance sheet
is summarised below:
2020 2019 Variance
Non-current assets GBP63.6m GBP56.4m GBP7.2m
Working capital GBP6.4m GBP5.9m GBP0.5m
Cash GBP7.1m GBP8.9m GBP(1.8)m
Lease liabilities GBP(9.0)m GBP(6.3)m GBP(2.7)m
Other net liabilities GBP(1.8)m GBP(2.0)m GBP0.2m
Net assets GBP66.3m GBP62.9m GBP3.4m
Non-current assets
Non-current assets are the most significant balance sheet
category of which GBP35.8m (2019: GBP35.9m) is goodwill arising on
previous acquisitions. Non current assets also include GBP9.0m
(2019: GBP9.8m) of customer relationship intangible assets, GBP9.2m
(2019: GBP4.5m) of software development costs, including GBP3.8m in
respect of the Facilisgroup software assets acquisition, and
GBP9.1m (2019: GBP6.1m) of Property, Plant and Equipment. Software
development costs arise from ongoing investment in Group
proprietary software to ensure the technology services, supplied to
its customers, remain market leading and differentiated from our
competitors. The costs are capitalised in accordance with IAS 38
and amortised over the period which the Group expects to generate
benefit from the development. As the Group pursues its strategic
objectives to accelerate the growth of Facilisgroup, we expect this
investment to continue to increase in the short term.
Working capital
Working capital is ahead of 2019, however current liabilities in
2019 included GBP3.9m of fees and debt like items arising on IPO
due for settlement in 2020. The 2020 number includes GBP1.3m of
deferred consideration in respect of the CoreXpand acquisition.
Adjusting for both these items, working capital was down on 2019 as
a result of reduced activity in Brand Addition.
Cash
Cash balances at 31 December 2020 were GBP7.1m (2019: GBP8.9m).
This is after payment of GBP2.6m in December for the acquisition of
software assets for Facilisgroup and, in the first quarter of the
year, the settlement of GBP2.4m of debt like items and IPO fees,
for which the cash was left behind at IPO and included in cash
balances at the 2019 year end.
Lease liabilities
Lease costs of GBP9.0m (2019: GBP6.3m) relate to Group
properties capitalised in accordance with IFRS 16. The increase on
FY19 relates to new property leases entered into in the year,
principally new US office space for Facilisgroup to accommodate the
expanding team and new European warehousing facilities for Brand
Addition.
Other net liabilities
Other net liabilities of GBP1.8m (2019: GBP2.0m) are tax
liabilities of which GBP2.6m (2019: GBP1.8m) is deferred tax in
respect of the intangible assets of Facilisgroup. GBP1.7m (2019:
GBP1.8m) relates to acquired customer relationships, the balance
and increase in the year arose on the acquisition of software
assets. These liabilities will reverse over the period that the
assets are amortised.
Use of non-GAAP measures in the Group financial statements
The Group has used certain measures that it believes assist a
reader of the Report and Accounts in understanding the business.
The measures are not defined under IFRS and, therefore, may not be
directly comparable with adjusted measures presented by other
companies. The non-GAAP measures are not intended to be a
substitute for or superior to any IFRS measures of performance.
However, they are considered by management to be important measures
used in the business for assessing performance.
The following are key non-GAAP measures identified by the Group
and used in the Strategic Review and Financial Statements:
Adjusted EBITDA
Adjusted EBITDA means operating profit before depreciation,
amortisation, share-based payments charge and exceptional
items.
Adjusted operating profit
Adjusted operating profit means operating profit before
amortisation of acquired intangible assets, share-based payments
charge and exceptional items.
Adjusted profit before tax
Adjusted profit before tax means profit before tax before
amortisation of acquired intangible assets, share-based payments
charge and exceptional items.
Adjusted Earnings
Adjusted Earnings means profit after tax before amortisation of
acquired intangible assets, share-based payments charge and
exceptional items.
Adjusted earnings per share
Adjusted EPS represents Adjusted Earnings divided by a weighted
average number of shares in issue.
Underlying operating cash flow
Underlying operating cash flow is calculated as Adjusted EBITDA
less movements in working capital, capital expenditure and lease
payments excluding movements in transaction related accruals and
payments in respect of acquisitions.
Adjusted operating cash flow
Adjusted operating cash flow is calculated as Adjusted EBITDA
less movements in working capital, capital expenditure and lease
payments.
Claire Thomson
Chief Financial Officer
23 March 2021
CONSOLIDATED INCOME STATEMENT
For the year ended 31 December 2020
Year ended Year ended
31 December 31 December
Note 2020 2019
----- ------------- -------------
GBP'000 GBP'000
Revenue 4 82,374 107,163
Cost of goods sold (51,382) (67,107)
------------- -------------
Gross profit 30,992 40,056
Operating expenses (24,781) (27,585)
Operating expenses - exceptional 5 (542) (17,338)
Total operating expenses (25,323) (44,923)
Operating profit/(loss) 5,669 (4,867)
Analysed as:
Adjusted EBITDA(1) 9,755 15,172
Depreciation 9 (1,567) (1,246)
Amortisation 8 (1,963) (1,455)
Share-based payment charge 11 (14) -
Exceptional items 5 (542) (17,338)
Total operating profit/(loss) 5,669 (4,867)
--------------------------------------------- ----- -------------
Finance expense (700) (5,426)
------------- -------------
Profit/(loss) before taxation 4,969 (10,293)
Income tax expense 6 (889) (2,032)
------------- -------------
Profit/(loss) for the year 4,080 (12,325)
------------- -------------
Basic and diluted earnings/(loss) per share 7 2.44p (12.56)p
============= =============
Note 1: Adjusted EBITDA, which is defined as profit before
finance costs, tax, depreciation, amortisation, exceptional items,
and share-based payments charge is a non-GAAP metric used by
management and is not an IFRS disclosure.
All results derive from continuing operations.
CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME
For the year ended 31 December 2020
Year ended Year ended
31 December 31 December
Note 2020 2019
-------- ------------- -------------
GBP'000 GBP'000
Items that may be subsequently reclassified
to profit and loss
Foreign operations - foreign currency translation
differences (708) (569)
Other comprehensive expense for the year (708) (569)
Profit/(loss) for the year 4,080 (12,325)
------------- -------------
Total comprehensive income/(expense) for the
year 3,372 (12,894)
============= =============
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2020
As at 31 As at 31
December December
Note 2020 2019
------- ---------- ----------
GBP'000 GBP'000
ASSETS
Non-current assets
Intangible assets 8 54,017 50,167
Property, plant and equipment 9 9,102 6,081
Deferred tax assets 493 167
Total non-current assets 63,612 56,415
---------- ----------
Current assets
Inventories 12,109 7,952
Trade and other receivables 20,988 25,544
Cash and cash equivalents 7,066 8,861
Current tax assets 829 -
Total current assets 40,992 42,357
---------- ----------
TOTAL ASSETS 104,604 98,772
========== ==========
LIABILITIES
Non-current liabilities
Lease liability 10 7,645 5,502
Trade and other payables 930 -
Deferred tax liabilities 2,637 1,816
Total non-current liabilities 11,212 7,318
---------- ----------
Current liabilities
Lease liability 10 1,334 838
Trade and other payables 25,775 27,569
Current tax liabilities - 149
Total current liabilities 27,109 28,556
---------- ----------
TOTAL LIABILITIES 38,321 35,874
========== ==========
NET ASSETS 66,283 62,898
========== ==========
Equity and reserves
Share capital 1,800 1,800
Share premium 78,451 78,451
Merger reserve (103,581) (103,581)
Translation reserve (1,604) (896)
Share-based payments reserve 13 -
Retained earnings 91,204 87,124
TOTAL EQUITY 66,283 62,898
========== ==========
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2020
(Accumulated
Share-based losses)
Share Share Merger Translation payments /retained
capital premium reserve reserve reserve earnings Total equity
----------- -------- --------- ------------- ----------- ------------ ------------
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 January 2019 58 942 - (327) - (4,086) (3,413)
=========== ======== ========= ============= =========== ============ ============
Loss for the year - - - - - (12,325) (12,325)
Other comprehensive
expense for the year - - - (569) - - (569)
----------- -------- --------- ------------- ----------- ------------ ------------
Total comprehensive
expense - - - (569) - (12,325) (12,894)
----------- -------- --------- ------------- ----------- ------------ ------------
Issue of shares in
year 58 - 105,236 - - - 105,294
Group reorganisation (58) (942) (104,294) - - - (105,294)
Bonus issue of shares 104,523 - (104,523) - - - -
Capital reduction (103,535) - - - - 103,535 -
New shares issued on
IPO 754 78,451 - - - - 79,205
----------- -------- --------- ------------- ----------- ------------ ------------
Total transactions
with owners recognised
in equity 1,742 77,509 (103,581) - - 103,535 79,205
At 31 December 2019 1,800 78,451 (103,581) (896) - 87,124 62,898
----------- -------- --------- ------------- ----------- ------------ ------------
Profit for the year - - - - - 4,080 4,080
Other comprehensive
expense for the year - - - (708) - - (708)
----------- -------- --------- ------------- ----------- ------------ ------------
Total comprehensive
income/(expense) - - - (708) - 4,080 3,372
----------- -------- --------- ------------- ----------- ------------ ------------
Employee share schemes
- value of employee
services (note 11) - - - - 13 - 13
----------- -------- --------- ------------- ----------- ------------ ------------
Total transactions
with owners recognised
in equity - - - - 13 - 13
----------- -------- --------- ------------- ----------- ------------ ------------
At 31 December 2020 1,800 78,451 (103,581) (1,604) 13 91,204 66,283
----------- -------- --------- ------------- ----------- ------------ ------------
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 December 2020
Year ended Year ended
31 December 31 December
Note 2020 2019
----- ------------- -------------
GBP'000 GBP'000
Operating profit/(loss) 5,669 (4,867)
Adjustments for:
* Amortisation 8 1,963 1,455
* Depreciation 9 1,567 1,246
* Share-based payments charge 11 13 -
* Loss on disposal of fixed assets - 18
Cash flows from/(used in) operating activities
before changes in working capital 9,212 (2,148)
* Change in inventories (4,157) (502)
* Change in trade receivables 4,556 1,081
* Change in trade payables (2,146) 545
Cash flows from/(used in) operating activities 7,465 (1,024)
* Income taxes paid (1,313) (2,486)
------------- -------------
Net cash flows from/(used in) operating activities 6,152 (3,510)
------------- -------------
Cash flows from investing activities
* Purchase of property, plant and equipment 9 (806) (603)
* Purchase of intangible assets 8 (4,871) (1,483)
* Acquisition of subsidiaries and net cash outflows on
change in ownership - (1,293)
------------- -------------
Net cash flows used in investing activities (5,677) (3,379)
------------- -------------
Cash flows from financing activities
* Repayment of borrowings - (62,312)
* Lease payments (1,141) (1,190)
* Interest paid (700) (7,894)
* Ordinary shares issued - 79,205
Net cash flows from/(used in) financing activities (1,841) 7,809
------------- -------------
NET CASH FLOWS (1,366) 920
============= =============
Cash and cash equivalents at beginning of year 8,861 8,150
Effect of exchange rate fluctuations on cash
held (429) (209)
Cash and cash equivalents at end of year 7,066 8,861
------------- -------------
NOTES TO THE GROUP FINANCIAL STATEMENTS
1. GENERAL INFORMATION
The principal activity of The Pebble Group plc (the "Company")
is that of a holding company and the principal activity of the
Company and its subsidiaries (the "Group") is the sale of products,
services and technology to the promotional merchandise industry.
The Group has two segments, Brand Addition and Facilisgroup. For
Brand Addition this is the sale of promotional products
internationally, to many of the world's best-known brands, and for
Facilisgroup the provision of technology, consolidated buying power
and community learning and networking events to SME promotional
product distributors in North America, its Partners, through
subscription-based services.
The Company was incorporated on 27 September 2019 in the United
Kingdom and is a public company limited by shares registered in
England and Wales. The registered office of the Company is Broadway
House, Trafford Wharf Road, Trafford Park, Manchester, England M17
1DD. The Company registration number is 12231361.
2. ACCOUNTING POLICIES
(a) Basis of preparation
The Group financial statements have been prepared in accordance
with international accounting standards in conformity with the
requirements of the Companies Act 2006 and international financial
reporting standards adopted pursuant to Regulation (EC) No
1606/2002 as it applies in the European Union. The Company
financial statements have been prepared under FRS 102. Both
financial statements have been prepared on the historical cost
basis with the exception of certain items which are measured at
fair value as disclosed in the principal accounting policies set
out below. These policies have been consistently applied to all
years presented unless otherwise stated.
The financial information is presented in Sterling and has been
rounded to the nearest thousand (GBP'000).
(b) Going concern
The Group meets its day-to-day working capital requirements
through its own cash balances and committed banking facilities. In
assessing the appropriateness of adopting the going concern basis
in the preparation of these financial statements, the Directors
have prepared cash flow forecasts and projections for the two years
ending 31 December 2022.
The forecasts and projections, which the Directors consider to
be prudent, have been further sensitised by applying reductions to
revenue growth and margin, to consider a severe but plausible
downside. Under both the base and sensitised case the Group is
expected to have headroom against covenants and a sufficient level
of financial resources available through existing facilities when
the future funding requirements of the Group are compared with the
level of committed available facilities. Based on this, the
Directors are satisfied that the Group has adequate resources to
continue in operational existence for the foreseeable future. For
this reason, they continue to adopt the going concern basis in
preparing the Group and Company financial statements.
(c) Forward looking statements
Certain statements in this Annual Report are forward looking
with respect to the operations, strategy, performance, financial
condition and growth opportunities of the Group. The terms
"expect", "anticipate", "should be", "will be", "is likely to" and
similar expressions identify forward-looking statements. Although
the Board believes that the expectations reflected in these
forward-looking statements are reasonable, by their nature these
statements are based on assumptions and are subject to a number of
risks and uncertainties. Actual events could differ materially from
those expressed or implied by these forward-looking statements.
Factors which may cause future outcomes to differ from those
foreseen in forward-looking statements include, without limitation:
general economic conditions and business conditions in the Group's
markets; customers' expectations and behaviours; supply chain
developments; technology changes; the actions of competitors;
exchange rate fluctuations; and legislative, fiscal and regulatory
developments. Information contained in this Annual Report and
Accounts relating to the Group should not be relied upon as a guide
to future performance.
(d) New standards, amendments and interpretations
New and amended standards adopted by the Group
The Group has applied the following standards and amendments for
the first time for their annual reporting period commencing 1
January 2020:
-- Definition of Material - amendments to IAS 1 and IAS 8
-- Definition of a Business - amendments to IFRS 3
-- Interest Rate Benchmark Reform - amendments to IFRS 9, IAS 39 and IFRS 7
-- Revised Conceptual Framework for Financial Reporting
The amendments listed above did not have any impact on the
amounts recognised in prior periods and are not expected to
significantly affect the current or future periods.
New standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been
published that are not mandatory for 31 December 2020 reporting
periods and have not been early adopted by the Group. These
standards are not expected to have a material impact on the entity
in the current or future reporting periods and on foreseeable
future transactions.
Judgements made by the Directors in the application of these
accounting policies that have a significant effect on these
financial statements together with estimates with a significant
risk of material adjustment in the next year are discussed in Note
3.
(e) Basis of consolidation
Subsidiaries are all entities over which the Group has control.
The Group controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power over
the entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group and are deconsolidated
from the date control ceases.
Inter-company transactions, balances and unrealised gains and
losses on transactions between Group companies are eliminated.
Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the
Group.
(f) Revenue
Revenue arises from the provision of services through technology
and a global infrastructure that enables the efficient sale and
distribution of products to support corporate marketing activity
and consumer promotions of businesses in Europe, North America and
Asia.
To determine whether to recognise revenue, the Group follows the
5-step process as set out within IFRS 15:
1. Identifying the contract with a customer
2. Identifying the performance obligations
3. Determining the transaction price
4. Allocating the transaction price to the performance obligations
5. Recognising revenue when/as performance obligation(s) are satisfied
Revenue is measured at transaction price, stated net of VAT,
rebates and other sales related taxes.
Revenue is recognised either at a point in time, or over-time as
the Group satisfies performance obligations by transferring the
promised services to its customers as described below. Variable
consideration, in the form of rebates, is recognised at a point in
time.
Brand Addition sale of promotional product
Contracts with customers take the form of customer orders under
a framework agreement. There is one distinct performance
obligation, being the design, sourcing and distribution of products
to the customer, for which the transaction price is clearly
identified. Revenue is recognised at a point in time when the Group
satisfies performance obligations by transferring the promised
goods to its customers, i.e. when control has passed from the Group
to the customer. This tends to be on receipt of the product by the
customer.
Customer invoices tend to be raised when the goods are delivered
and the performance obligation is satisfied. These invoices are
shown within trade receivables and payment is usually made within
60 days (being the common payment terms). In cases where the goods
have been delivered and an invoice cannot be raised at that time,
the income is accrued and presented within contract assets on the
statement of financial position. A small number of customers are
invoiced in advance and these amounts are deferred and presented
within contract liabilities.
Facilisgroup provision of technology, consolidated buying power
and community learning through subscription-based services
Services are provided through signed annual partner agreements.
There is one distinct performance obligation, being the provision
of access to the Facilisgroup network. The transaction price is set
on 1 January each year by reference to the previous year sales
volumes and is fixed for the financial year. For new partners, the
transaction price is calculated by reference to forecasted sales
for the year the partner joins. Revenue is recognised over time on
a monthly basis as the partners receive the benefits of being part
of the network. Payments are received on a monthly basis as the
performance obligations are satisfied over time.
(g) EBITDA and Adjusted EBITDA
Earnings before Interest, Taxation, Depreciation and
Amortisation ("EBITDA") and Adjusted EBITDA are non-GAAP measures
used by management to assess the operating performance of the
Group. EBITDA is defined as profit before finance costs, tax,
depreciation and amortisation. Exceptional items and share-based
payment charges are excluded from EBITDA to calculate Adjusted
EBITDA.
The Directors primarily use the Adjusted EBITDA measure when
making decisions about the Group's activities. As these are
non-GAAP measures, EBITDA and Adjusted EBITDA measures used by
other entities may not be calculated in the same way and hence are
not directly comparable.
(h) Exceptional items
The Group's income statement separately identifies exceptional
items. Such items are those that in the Directors' judgement are
one-off in nature or non-operating and need to be disclosed
separately by virtue of their size or incidence and may include,
but are not limited to, restructuring costs, professional fees and
other costs directly related to the purchase of businesses, and the
raising of capital. In determining whether an item should be
disclosed as an exceptional item, the Directors consider
quantitative and qualitative factors such as the frequency,
predictability of occurrence and significance. This is consistent
with the way financial performance is measured by management and
reported to the Board.
(i) Taxation
Current tax is provided at amounts expected to be paid (or
recovered) using the tax rates and laws that have been enacted or
substantively enacted by the balance sheet date.
Deferred tax is recognised in respect of all timing differences
that have originated but not reversed at the balance sheet date
where events or transactions that result in an obligation to pay
more tax in the future, or a right to pay less tax in future, have
occurred at the balance sheet date. Timing differences are
differences between the Group's taxable profits and its results as
stated in the financial statements that arise from the inclusion of
gains and losses in tax assessments in periods different from those
in which they are recognised in the financial statements. Deferred
income tax assets and liabilities are offset when there is a
legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred income taxes relate
to the same fiscal authority.
A net deferred tax asset is regarded as recoverable and
therefore recognised only to the extent that, on the basis of all
available evidence, it can be regarded as more likely than not that
there will be suitable taxable profits from which the future
reversal of the underlying timing differences can be deducted.
Deferred tax is measured at the average tax rates that are
expected to apply in the periods in which the timing differences
are expected to reverse based on tax rates and laws that have been
enacted or substantively enacted by the balance sheet date.
Deferred tax is measured on a non-discounted basis.
Current and deferred tax is recognised in profit or loss, except
to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, the tax
is also recognised in other comprehensive income or directly in
equity, respectively.
(j) Intangible assets
All business combinations are accounted for by applying the
purchase method. Goodwill represents the difference between the
cost of the acquisition and the fair value of the net identifiable
assets acquired. Identifiable intangibles are those which can be
sold separately, or which arise from legal or contractual rights
regardless of whether those rights are separable and are initially
recognised at fair value. In cases where the vendors of an acquired
business are required to remain employed by the Group
post-acquisition, the deferred payments are treated as
post-acquisition remuneration and charged to profit and loss.
Goodwill is stated at cost less any accumulated impairment
losses. Goodwill is allocated to cash-generating units and is not
amortised but is tested annually for impairment. Other intangibles
are stated at cost less accumulated amortisation and accumulated
impairment losses.
All intangible assets are denominated in the functional currency
of the relevant subsidiary company and retranslated into Sterling
at each period end date. Exchange differences are dealt with
through the Consolidated statement of other comprehensive income.
Intangible assets are presented in note 8.
Customer relationships
Customer relationships acquired in a business combination are
recognised at fair value at the date of acquisition. Customer
relationships have a finite life and are subsequently carried at
cost less accumulated amortisation. Amortisation is calculated
using the straight-line method to allocate the cost of these assets
over their estimated useful lives of 20 years.
Development costs
Research costs are charged to the income statement in the year
in which they are incurred and are presented within operating
expenses. Internal development costs that are incurred during the
development of significant and separately identifiable new
technology are capitalised when the following criteria are met:
-- it is technically feasible to complete the technological
development so that it will be available for use;
-- management intends to complete the technological development and use or sell it;
-- it can be demonstrated how the technological development will
develop probable future economic benefits;
-- adequate technical, financial and other resources to complete
the development and to use or sell the product are available;
and
-- expenditure attributable to the technological product during
its development can be reliably measured.
Capitalised development costs include costs of materials and
direct labour costs. Internal costs that are capitalised are
limited to incremental costs specific to the project.
Other development expenditures that do not meet these criteria
are recognised as an expense as incurred and presented within
operating expenses, together with any amortisation which is charged
to the income statement on a straight-line basis over the estimated
useful lives of development intangible assets.
Assets classified as "work in progress" are not amortised as
such assets are not currently available for (or in) use. Once
available for use, assets will be recategorised and amortised at
the rate appropriate to their classification.
Computer software
Computer software purchased separately, that does not form an
integral part of related hardware, is capitalised at cost.
Amortisation is charged to profit or loss on a straight-line
basis over the estimated useful lives of intangible assets unless
such lives are indefinite and is presented within operating
expenses. All intangible assets are amortised from the date they
are available for use. The estimated useful lives are as
follows:
-- Customer relationships - 20 years;
-- Computer software - 3-5 years;
-- Development costs - 3 years.
(k) Impairment losses
The carrying amounts of the Group's assets are tested for
impairment. Assets with an indefinite useful life are not
depreciated or amortised but are tested for impairment at each
reporting date. Assets subject to amortisation/depreciation and
impairment losses are tested for impairment every time events or
circumstances indicate that they may be impaired.
Impairment losses are recognised in the income statement based
on the difference between the carrying amount and the recoverable
amount.
An impairment loss is recognised for the amount by which the
asset's carrying amount exceeds its recoverable amount, which is
the higher of fair value less costs of disposal and value in use.
To determine the value in use, management estimates expected future
cash flows and determines a suitable discount rate in order to
calculate the present value of those cash flows. The data used for
impairment testing procedures are directly linked to the Group's
latest approved budget, adjusted as necessary to exclude the
effects of future reorganisations and asset enhancements. Discount
factors are determined individually for each asset and reflect
current market assessments of the time value of money and
asset-specific risk.
The Group makes use of a simplified approach in accounting for
trade and other receivables as well as contract assets and records
the loss allowance as lifetime expected credit losses. These are
the expected shortfalls in contractual cash flows, considering the
potential for default at any point during the life of the financial
instrument. In calculating, the Group uses its historical
experience, external indicators and forward-looking information to
calculate the expected credit losses.
The Group assesses impairment of trade receivables on a
collective basis as they possess shared credit risk
characteristics; they have been Grouped based on the days past
due.
(l) Foreign currencies
Items included in the financial statements are measured using
the currency of the primary economic environment in which the Group
operates ("the functional currency"). The functional and
presentational currency is Pounds Sterling.
The functional currency of a subsidiary is determined based on
specific primary and secondary factors including the principal
currency of the cash flows and the primary economic environment in
which the subsidiary operates. Once determined, the functional
currency is used and translated for consolidation purposes.
Foreign currency items are translated using the transaction date
exchange rate. Monetary assets and liabilities denominated in
foreign currencies are translated at the closing rate. Foreign
currency differences are taken to the income statement.
Non-monetary assets and liabilities that are measured based on
historical cost in a foreign currency are translated at the
transaction date exchange rate.
The assets and liabilities of foreign operations, including
goodwill and fair value adjustments arising on consolidation, are
translated at closing rates. The income and expenses of foreign
operations are translated at the average exchange rate of the year
which approximates to the transaction date exchange rates. Exchange
differences arising on consolidation are presented within other
comprehensive income.
(m) Tangible assets and depreciation
Tangible fixed assets are stated at historical purchase cost
less accumulated depreciation. Cost includes the original purchase
price of the asset and the costs attributable to bringing the asset
to its working condition for its intended use.
Depreciation is calculated so as to write off the cost of an
asset, less its estimated residual value, over the useful economic
life of that asset as follows:
-- Leasehold property - 3-15 years;
-- Fixtures and fittings - 5 years;
-- Computer hardware - 5 years.
(n) Leases
The Group applies IFRS 16 to account for leases. At inception of
a contract, the Group assesses whether a contract is, or contains,
a lease. A contract is, or contains, a lease if the contract
conveys the right to control the use of an identified asset for a
period of time in exchange for consideration.
The Group recognises a right-of-use asset and a lease liability
at the lease commencement date. The right-of-use asset is initially
measured at cost, which comprises the initial amount of the lease
liability adjusted for any lease payments made at or before the
commencement date, plus any initial direct costs incurred and an
estimate of costs to restore the underlying asset, less any lease
incentives received. Extension and termination options are included
in a number of property and equipment leases across the Group and
so lease payments to be made under reasonably certain extension
options are also included in the measurement of the liability.
The right-of-use asset is subsequently depreciated using the
straight-line method from the commencement date to the earlier of
the end of the useful life of the right-of-use asset or the end of
the lease term. In addition, the right-of-use asset is periodically
reduced by impairment losses, if any, and adjusted for certain
remeasurements of the lease liabilities.
The lease liability is initially measured at the present value
of lease payments that were not paid at the commencement date,
discounted using the Group's incremental borrowing rate, which is
based on the Group's financing facilities.
The lease liability is measured at amortised cost using the
effective interest method. If there is a remeasurement of the lease
liability, a corresponding adjustment is made to the carrying
amount of the right-of-use asset, or is recorded directly in profit
or loss if the carrying amount of the right-of-use asset is
zero.
The Group presents right-of-use assets within property, plant
and equipment in Note 9.
Short-term leases and low value assets
The Group has elected not to recognise right-of-use assets and
lease liabilities for short-term lease of machinery that have a
lease term of 12 months or less or leases of low value assets.
These lease payments are expensed on a straight-line basis over the
lease term.
(o) Segmental reporting
The Group reports its business activities in two areas
being:
-- Brand Addition - sale of promotional product through services
provided under framework contracts on an international basis;
and
-- Facilisgroup - provision of technology, consolidated buying
power and community learning and networking events to SME
promotional product distributors in North America through
subscription-based services.
This is reported in a manner consistent with the internal
reporting to the Board of Directors, which has been identified as
the Chief Operating Decision Maker. The Board of Directors consists
of the Executive Directors and the Non-executive Directors.
(p) Employee benefits
The Group provides a range of benefits to employees, including
annual bonus arrangements, paid holiday arrangements and defined
contribution pension plans.
(i) Short-term benefits
Short-term benefits, including holiday pay and other similar
non-monetary benefits, are recognised as an expense in the period
in which the service is received.
(ii) Defined contribution pension plans
The Group operates a number of country-specific defined
contribution plans for its employees. A defined contribution plan
is a pension plan under which the Group pays fixed contributions
into a separate entity. Once the contributions have been paid, the
Group has no further payment obligations. The contributions are
recognised as an expense when they are due. Amounts not paid are
included in accruals within trade and other payables in the balance
sheet. The assets of the plans are held separately from the Group
in independently administered funds.
(iii) Share-based payments
Equity-settled awards are valued at the grant date, and the fair
value is charged as an expense in the income statement spread over
the vesting period. Fair value of the awards are measured using an
adjusted form of the Black-Scholes model which includes a Monte
Carlo simulation model. The fair value of the options, appraised at
the grant date, includes the impact of market-based vesting
conditions.
Share-based remuneration is recognised as an expense in profit
or loss with the credit side of the entry being recorded in
equity.
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. Any adjustment to cumulative share-based compensation
resulting from a revision is recognised in the current period. The
number of vested options ultimately exercised by holders does not
impact the expense recorded in any period.
(q) Government grants
In preparing the financial statements, IAS 20, 'Accounting for
Government Grants and Disclosure of Government Assistance' has been
applied such that grants have been recognised in profit or loss on
a systematic basis over the periods in which we have recognised the
expense for the related costs for which the grants are intended to
compensate. As part of the Coronavirus Job Retention Scheme, a
benefit of GBP1.0 million has been credited to the Income Statement
in the year. There are no unfulfilled conditions or other
contingencies attached to this grant. In the US, a benefit of $0.9
million has been received and credited to the Income Statement
against costs incurred, along with a further GBP0.3m taken in other
countries.
3. JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the preparation of the Group financial statements, the
Directors, in applying the accounting policies of the Group, make
some judgements and estimates that affect the reported amounts in
the financial statements. The following are the areas requiring the
use of judgement and estimates that may significantly impact the
financial statements:
(a) Accounting estimates
Information about estimates and assumptions that may have the
most significant effect on recognition and measurement of assets,
liabilities, income and expenses is provided below. Actual results
may be substantially different.
Goodwill impairment
The Group tests goodwill for impairment every year in accordance
with the relevant accounting policies. The recoverable amounts of
cash-generating units are determined by calculating value in use.
These calculations require the use of estimates.
Goodwill relates to the various acquisitions made and amounts to
GBP35,802,000 as at 31 December 2020. The estimates used in the
impairment calculation are set out in note 8.
Valuation of acquired intangibles
IFRS 3 requires separately identifiable intangible assets to be
recognised on acquisitions. The principal estimates used in valuing
the acquired intangible assets are the future cash flows estimated
to be generated from these contracts, expected customer attrition,
growth in revenues and the selection of appropriate discount rates
to apply to the cash flows. The Directors' assessment of these
estimates is based on up-to-date information and evidence available
at the time of finalising the valuation.
Useful economic lives of intangible assets
The Directors have estimated the useful economic lives of the
acquired customer intangible assets to be 20 years based upon
attrition rates and the Directors' judgement. These lives are
reviewed and updated annually.
Useful economic lives of property, plant and equipment
Property, plant and equipment is depreciated over the useful
lives of the assets. Useful lives are based on the management's
estimates of the period that the assets will generate revenue,
which are reviewed annually for continued appropriateness. The
carrying values are tested for impairment when there is an
indication that the value of the assets might be impaired. When
carrying out impairment tests these would be based upon future cash
flow forecasts and these forecasts would be based upon management
judgement. Future events could cause the assumptions to change,
therefore, this could have an adverse effect on the future results
of the Group.
The useful economic lives applied are set out in the accounting
policies and are reviewed annually.
(b) Accounting judgements
Judgements in applying accounting policies and key sources of
estimation uncertainty
The following are the areas requiring the use of judgement that
may significantly impact the Group financial statements:
Capitalisation of internal development costs
Distinguishing the research and development phases of a new
customised project and determining whether the recognition
requirements for the capitalisation of development costs are met
requires judgement. After capitalisation, management monitors
whether the recognition requirements continue to be met and whether
there are any indicators that capitalised costs may be
impaired.
Capitalised development expenditure is analysed further in note
8.
4. SEGMENTAL ANALYSIS
The Chief Operating Decision Maker ("CODM") has been identified
as the Board of Directors. The Board reviews the Group's internal
reporting in order to assess performance and allocate resources.
The Board has determined that the operating segments, based on
these reports, are:
-- Brand Addition - sale of promotional product through complex
services provided under framework contracts on an international
basis; and
-- Facilisgroup - provision of technology, consolidated buying
power and community learning and networking events to SME
promotional product distributors in North America through
subscription-based services.
Segment information about the above businesses is presented
below.
The Board assesses the performance of the operating segments
based on Adjusted EBITDA. Other information provided to the Board
is measured in a manner consistent with that in the financial
statements. Inter-segment transactions are entered into under the
normal commercial terms and conditions that would also be available
to unrelated third parties. Segment assets exclude centrally held
cash at bank and in hand.
Major customers
In 2020 there were two major customers that individually
accounted for at least 10% of total revenues (2019: one customer).
The revenues relating to these customers in 2020 were GBP21,079,000
(2019: GBP13,073,000) and both related to the Brand Addition
segment.
Analysis of revenue by geographical destination
Year ended Year ended
31 December 31 December
2020 2019
------------- -------------
GBP'000 GBP'000
United Kingdom 22,274 30,162
Continental Europe 24,741 31,805
America 25,332 31,616
Rest of World 10,027 13,580
Total revenue 82,374 107,163
============= =============
The geographical revenue information above is based on the
location of the customer.
All the above revenues are generated from contracts with
customers and are recognised at a point in time or over time as
follows:
Year ended Year ended
31 December 31 December
2020 2019
------------- -------------
GBP'000 GBP'000
At a point in time 73,135 98,933
Over time 9,239 8,230
------------- -------------
Total revenue 82,374 107,163
============= =============
All non-current assets of the Group reside in the UK, with the
exception of non-current assets with a net book value of
GBP26,396,000 (2019: GBP20,307,000) which were located in North
America and GBP760,000 (2019: GBP309,000) located in other foreign
countries.
Income statement for the year ended 31 December 2020
Year ended
Central 31 December
Brand Addition Facilisgroup operations 2020
--------------- ------------- ------------ -------------
GBP'000 GBP'000 GBP'000 GBP'000
Revenue 72,608 9,766 - 82,374
Cost of goods sold (51,382) - - (51,382)
--------------- ------------- ------------ -------------
Gross profit 21,226 9,766 - 30,992
Operating expenses (18,233) (5,077) (1,471) (24,781)
Operating expenses - exceptional (429) (42) (71) (542)
Total operating expenses (18,662) (5,119) (1,542) (25,323)
Operating profit/(loss) 2,564 4,647 (1,542) 5,669
Analysed as:
Adjusted EBITDA 5,209 5,994 (1,448) 9,755
Depreciation (1,316) (242) (9) (1,567)
Amortisation (900) (1,063) - (1,963)
Share-based payments charge - - (14) (14)
Exceptional items (429) (42) (71) (542)
Total operating profit/(loss) 2,564 4,647 (1,542) 5,669
---------------------------------- --------------- ------------- ------------
Finance expense (433) (29) (238) (700)
--------------- ------------- ------------ -------------
Profit/(loss) before taxation 2,131 4,618 (1,780) 4,969
Income tax (expense)/income (176) (1,182) 469 (889)
--------------- ------------- ------------ -------------
Profit/(loss) for the year 1,955 3,436 (1,311) 4,080
=============== ============= ============ =============
Statement of financial position as at 31 December 2020
As at 31
Central December
Brand Addition Facilisgroup operations 2020
--------------- ------------- ------------ ----------
GBP'000 GBP'000 GBP'000 GBP'000
ASSETS
Non-current assets
Intangible assets 37,839 16,178 - 54,017
Property, plant and equipment 5,558 3,424 120 9,102
Deferred tax assets 23 - 470 493
Total non-current assets 43,420 19,602 590 63,612
--------------- ------------- ------------ ----------
Current assets
Inventories 12,109 - - 12,109
Trade and other receivables 19,353 1,571 64 20,988
Cash and cash equivalents 5,677 538 851 7,066
Current tax asset 310 474 45 829
Total current assets 37,449 2,583 960 40,992
--------------- ------------- ------------ ----------
TOTAL ASSETS 80,869 22,185 1,550 104,604
=============== ============= ============ ==========
LIABILITIES
Non-current liabilities
Lease liability 4,893 2,661 91 7,645
Trade and other payables - 930 - 930
Deferred tax liability - 2,637 - 2,637
Total non-current liabilities 4,893 6,228 91 11,212
--------------- ------------- ------------ ----------
Current liabilities
Lease liability 1,096 218 20 1,334
Trade and other payables 22,995 2,181 599 25,775
Total current liabilities 24,091 2,399 619 27,109
--------------- ------------- ------------ ----------
TOTAL LIABILITIES 28,984 8,627 710 38,321
=============== ============= ============ ==========
NET ASSETS 51,885 13,558 840 66,283
=============== ============= ============ ==========
Income statement for the year ended 31 December 2019
Year ended
Central 31 December
Brand Addition Facilisgroup operations 2019
--------------- ------------- ------------ -------------
GBP'000 GBP'000 GBP'000 GBP'000
Revenue 97,872 9,291 - 107,163
Cost of goods sold (67,107) - - (67,107)
--------------- ------------- ------------ -------------
Gross profit 30,765 9,291 - 40,056
Operating expenses (21,685) (5,277) (623) (27,585)
Operating expenses - exceptional - (13,465) (3,873) (17,338)
Total operating expenses (21,685) (18,742) (4,496) (44,923)
Operating profit/(loss) 9,080 (9,451) (4,496) (4,867)
Analysed as:
Adjusted EBITDA 10,703 5,092 (623) 15,172
Depreciation (1,012) (234) - (1,246)
Amortisation (611) (844) - (1,455)
Exceptional items - (13,465) (3,873) (17,338)
Total operating profit/(loss) 9,080 (9,451) (4,496) (4,867)
---------------------------------- --------------- ------------- ------------
Finance expense (481) (37) (4,908) (5,426)
--------------- ------------- ------------ -------------
Profit/(loss) before taxation 8,599 (9,488) (9,404) (10,293)
Income tax income/(expense) (1,651) (1,011) 630 (2,032)
--------------- ------------- ------------ -------------
Profit/(loss) for the year 6,948 (10,499) (8,774) (12,325)
=============== ============= ============ =============
Statement of financial position as at 31 December 2019
As at 31
Central December
Brand Addition Facilisgroup operations 2019
--------------- ------------- ------------ ----------
GBP'000 GBP'000 GBP'000 GBP'000
ASSETS
Non-current assets
Intangible assets 39,666 10,501 - 50,167
Property, plant and equipment 5,303 778 - 6,081
Deferred tax assets 167 - - 167
Total non-current assets 45,136 11,279 - 56,415
--------------- ------------- ------------ ----------
Current assets
Inventories 7,952 - - 7,952
Trade and other receivables 24,079 1,403 62 25,544
Cash and cash equivalents 5,931 1,083 1,847 8,861
Total current assets 37,962 2,486 1,909 42,357
--------------- ------------- ------------ ----------
TOTAL ASSETS 83,098 13,765 1,909 98,772
=============== ============= ============ ==========
LIABILITIES
Non-current liabilities
Lease liability 5,151 351 - 5,502
Deferred tax liability - 1,816 - 1,816
Total non-current liabilities 5,151 2,167 - 7,318
--------------- ------------- ------------ ----------
Current liabilities
Lease liability 724 114 - 838
Trade and other payables 22,314 1,321 3,934 27,569
Current tax liabilities 252 (60) (43) 149
Total current liabilities 23,290 1,375 3,891 28,556
--------------- ------------- ------------ ----------
TOTAL LIABILITIES 28,441 3,542 3,891 35,874
=============== ============= ============ ==========
NET ASSETS/(LIABILITIES) 54,657 10,223 (1,982) 62,898
=============== ============= ============ ==========
5. OPERATING EXPENSES - EXCEPTIONAL
Year ended Year ended
31 December 31 December
2020 201 9
------------- -------------
GBP'000 GBP'000
Reorganisation and restructuring 430 -
Transaction and IPO related costs 112 3,873
Contingent consideration payments to vendors of
Facilisgroup - 13,465
------------- -------------
Total exceptional 542 17,338
============= =============
Exceptional items relate to the following:
-- reorganisation and restructuring - costs were incurred in
Brand Addition as a result of changes made to headcount to align
people costs with anticipated ongoing sales volumes;
-- transaction and IPO related costs - incremental external
costs related to the acquisition of software assets and a license
in 2020 and the IPO in 2019, and which relate to professional fees,
the write-off of unamortised loan note fees as of the date of the
IPO, and IPO related bonus payments; and
-- the sale and purchase agreement for the acquisition of
Facilisgroup in December 2018 detailed deferred payments to be made
to the vendors for the sale of the shares. These payments required
the vendors to remain in employment with the Group for the duration
of the 24-month deferral period. Hence, they are treated as
remuneration for post-acquisition services and the cost charged to
profit and loss over the deferral period. All the deferred payments
were settled in full prior to Admission. The deferred contingent
payments required the vendors to remain in employment with the
Group for the duration of the deferral period. As such, they are
treated as remuneration for post-acquisition services and the cost
charged to profit and loss over the deferral periods, rather than
forming part of the settlement consideration. The deferred
contingent payments have been charged to exceptional operating
expenses in the income statement in the year ended 31 December 2019
(GBP13,465,000).
6. INCOME TAX EXPENSE
Year ended Year ended
31 December 31 December
2020 201 9
------------- -------------
GBP'000 GBP'000
Current income tax
* UK corporation tax charge for the year - 472
* Adjustments in respect of prior years (112) (85)
* Foreign tax 445 1,639
Total current income tax 333 2,026
------------- -------------
Deferred tax
* Deferred tax 522 6
48 -
* Adjustments in respect of prior years
(14) -
* Impact of rate change
Total deferred tax 556 6
------------- -------------
Total income tax expense 889 2,032
============= =============
Current taxes comprise the income taxes of the Group companies
which posted a taxable profit for the year, while deferred taxes
show changes in deferred tax assets and liabilities which were
recognised by the Group on the temporary differences between the
carrying amount of assets and liabilities and their amount
calculated for tax purposes, and on consolidation adjustments,
calculated using the rates that are expected to apply in the year
these differences will reverse.
Year ended Year ended
Analysis of (credit)/charge in year 31 December 31 December
2020 201 9
------------- -------------
GBP'000 GBP'000
Reconciliation of total tax (credit)/charge:
Profit/(loss) before taxes 4,969 (10,293)
------------- -------------
Profit/(loss) on ordinary activities multiplied
by the rate of corporation tax in the UK of 19%
(2019: 19%) 944 (1,956)
Effects of:
Adjustments in respect of prior years (64) (85)
Impact of UK rate change (14) -
Non-deductible expenses and interest expense 90 3,586
Differences in tax rates in overseas jurisdictions 183 313
Unrecognised for deferred tax 503 276
Utilisation of unrecognised deferred tax brought
forward (753) (102)
Total income tax expense 889 2,032
============= =============
Factors that may affect future tax charges
In the Spring Budget 2020, the Government announced that the
previously enacted decrease in the corporate tax rate from 19% to
17% from 1 April 2020 would no longer happen and that rates would
remain at 19% for the foreseeable future. The new law was
substantively enacted by a resolution under the Provisional
Collection of Taxes Act 1968 on 17 March 2020 and as a result
deferred tax balances have now been measured at 19%. In the Budget
2021, the Government announced that the rate of corporation tax
will increase to 25% from 6 April 2023 for businesses with profits
of GBP250,000 or more. The rate will remain at 19% until that date.
The legislation to implement this new law has not been
substantively enacted as of the date of this report, and therefore
no adjustment to deferred tax balances has been recognised in the
financial statements. However, the impact of the rate change is not
expected to be material to the Group.
7. EARNINGS PER SHARE
Basic and diluted earnings per share are calculated by dividing
the earnings attributable to equity shareholders by the weighted
average number of ordinary shares in issue during the year. As at
31 December 2019, no instruments with a potential or actual
dilutive impact were in issue and therefore diluted EPS was the
same as basic EPS. The impact of the potentially dilutive share
options issued under The Pebble Group Plc Long-Term Incentive Plan
on 21 December 2020 as detailed in note 11 has no impact on the
basic earnings per share for the year ended 31 December 2020 and
hence has not been presented.
The calculation of basic profit per share is based on the
following data:
Statutory EPS
Year ended Year ended
31 December 31 December
2020 201 9
------------- -------------
Earnings (GBP'000)
Earnings/(loss) for the purposes of basic earnings
per
share being profit/(loss) for the year attributable
to equity shareholders 4,080 (12,325)
------------- -------------
Number of shares
Weighted average number of shares for the purposes
of basic earnings/(loss) per share 167,450,893 97,390,317
------------- -------------
Basic and diluted earnings/(loss) per ordinary share
(pence) 2.44 (12.56)
------------- -------------
Adjusted EPS
The calculation of adjusted earnings per share is based on the
after tax adjusted operating profit after adding back certain costs
as detailed in the table below. Adjusted earnings per share figures
are given to exclude the effects of amortisation of acquired
intangible assets, share based payment charges and exceptional
items, all net of taxation, and are considered to show the
underlying performance of the Group.
The weighted average number of shares uses the number of shares
in issue post Admission on 5 December 2019. This has been applied
retrospectively to the number of shares in issue throughout 2019
and the metric has been restated to ensure that the adjusted
earnings per share figures are comparable over the two periods.
Year ended Year ended
31 December 31 December
2020 2019
------------- -------------
Earnings (GBP'000)
Earnings for the purposes of basic earnings per
share being adjusted earnings 4,965 4,702
------------- -------------
Number of shares
Weighted average number of shares for the purposes
of adjusted earnings per share 167,450,893 167,450,893
------------- -------------
Basic and diluted adjusted earnings per ordinary
share (pence) 2.96 2.81
------------- -------------
The calculation of basic adjusted earnings per share is based on
the following data:
Year ended Year ended
31 December 31 December
2020 201 9
------------- -------------
GBP'000 GBP'000
Profit/(loss) for the year attributable to equity
shareholders 4,080 (12,325)
------------- -------------
Add back/(deduct):
Amortisation charge on acquired intangible assets 537 525
Share-based payments charge 14 -
Exceptional items 542 17,338
Tax effect of the above (208) (836)
------------- -------------
Adjusted earnings 4,965 4,702
============= =============
8. INTANGIBLE ASSETS
Software
Customer and development Work in
Goodwill relationships costs progress Total
--------- --------------- ----------------- ---------- --------
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost
Balance at 1 January 2019 35,958 10,751 8,613 1,433 56,755
--------- --------------- ----------------- ---------- --------
FX difference on translation (76) (314) (37) - (427)
Additions - - 1,184 299 1,483
Reclassifications - - 1,396 (1,396) -
--------- --------------- ----------------- ---------- --------
Balance at 31 December
2019 35,882 10,437 11,156 336 57,811
--------- --------------- ----------------- ---------- --------
FX difference on translation (80) (293) (21) - (394)
Additions - - 5,860 293 6,153
Disposals - - (272) - (272)
Reclassifications - - 407 (407) -
--------- --------------- ----------------- ---------- --------
Balance at 31 December
2020 35,802 10,144 17,130 222 63,298
--------- --------------- ----------------- ---------- --------
Accumulated amortisation
Balance at 1 January 2019 - 110 6,097 - 6,207
--------- --------------- ----------------- ---------- --------
FX difference on translation - - (18) - (18)
Charge for year - 525 930 - 1,455
--------- --------------- ----------------- ---------- --------
Balance at 31 December
2019 - 635 7,009 - 7,644
--------- --------------- ----------------- ---------- --------
FX difference on translation - (15) (39) - (54)
Charge for year - 537 1,426 - 1,963
Disposals - - (272) - (272)
--------- --------------- ----------------- ---------- --------
Balance at 31 December
2020 - 1,157 8,124 - 9,281
--------- --------------- ----------------- ---------- --------
Net book value
--------- --------------- ----------------- ---------- --------
At 31 December 2018 35,958 10,641 2,516 1,433 50,548
--------- --------------- ----------------- ---------- --------
At 31 December 2019 35,882 9,802 4,147 336 50,167
--------- --------------- ----------------- ---------- --------
At 31 December 2020 35,802 8,987 9,006 222 54,017
========= =============== ================= ========== ========
Personnel costs of GBP1,688,000 (2019: GBP961,000) have been
capitalised as intangible assets.
On 18 December 2020, Facilisgroup acquired software assets and a
license from a US-based software developer, for a total cash
consideration of $5.3m (GBP3.8m), included in Software and
Development costs.
The remaining amortisation periods for customer relationships
are between 16 and 18 years (2019: 17 and 19 years) and for
software and development costs are between 1 and 5 years.
Goodwill has been tested for impairment. The method, key
assumptions and results of the impairment review are detailed
below:
Goodwill is attributed to the respective cash-generating units
("CGUs") within the Group (Brand Addition and Facilisgroup).
Goodwill has been tested for impairment by assessing the value in
use of each cash-generating unit. The value in use calculations
were based on projected cash flows in perpetuity. Budgeted cash
flows for 2021 to 2025 were used. These were based on a forecast
for 2021 with growth rates of 7% (Facilisgroup) to 8% (Brand
Addition) applied to EBITDA, with appropriate adjustments made for
changes in working capital and other cash flows for the following
four years. Subsequent years were based on a reduced rate of growth
of 2.0% (2019: 3.0%) into perpetuity.
These growth rates are based on past experience and market
conditions and discount rates are consistent with external
information. The growth rates shown are the average applied to the
cash flows of the individual cash generating units and do not form
a basis for estimating the consolidated profits of the Group in the
future.
The Directors used an estimated market weighted average cost of
capital ("WACC") of 9.0% for Brand Addition and 9.4% for
Facilisgroup (2019: 12.4% for Brand Addition and 13.0% for
Facilisgroup) to discount the cash flows used for the CGUs. The
value in use calculations described above, together with
sensitivity analysis using reasonably possible changes in the key
assumptions as described above, indicate significant headroom and
therefore do not give rise to impairment concerns.
Having completed the impairment reviews at the date of
transition and at each subsequent balance sheet date, no
impairments were identified.
Goodwill is attributable to the following segments:
As at 31 As at 31
December December
2020 201 9
---------- ----------
GBP'000 GBP'000
Brand Addition 33,057 33,057
Facilisgroup 2,745 2,825
---------- ----------
35,802 35,882
========== ==========
9. PROPERTY, PLANT AND EQUIPMENT
Leasehold Fixtures Computer Right-of-use
property and fittings hardware Assets Total
---------- -------------- ---------- ------------- --------
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost
Balance at 1 January 2019 1,199 2,365 2,060 8,701 14,325
---------- -------------- ---------- ------------- --------
Impact of foreign exchange
translation 2 (54) (20) (145) (217)
Additions 49 293 261 2,101 2,704
Disposals - - (26) (151) (177)
Balance at 31 December 2019 1,250 2,604 2,275 10,506 16,635
---------- -------------- ---------- ------------- --------
Impact of foreign exchange
translation (28) (5) (13) (27) (73)
Additions 90 151 565 3,853 4,659
Disposals - (349) (119) (1,537) (2,005)
Balance at 31 December 2020 1,312 2,401 2,708 12,795 19,216
---------- -------------- ---------- ------------- --------
Accumulated depreciation
Balance at 1 January 2019 924 2,077 1,726 4,804 9,531
---------- -------------- ---------- ------------- --------
Impact of foreign exchange
translation 5 (48) (10) (148) (201)
Charge for the year 107 79 171 889 1,246
Disposals - - (22) - (22)
---------- -------------- ---------- ------------- --------
Balance at 31 December 2019 1,036 2,108 1,865 5,545 10,554
---------- -------------- ---------- ------------- --------
Impact of foreign exchange
translation (22) (1) (9) 30 (2)
Charge for the year 42 121 240 1,164 1,567
Disposals - (349) (119) (1,537) (2,005)
---------- -------------- ---------- ------------- --------
Balance at 31 December 2020 1,056 1,879 1,977 5,202 10,114
---------- -------------- ---------- ------------- --------
Net book value
---------- -------------- ---------- ------------- --------
Balance at 31 December 2018 275 288 334 3,897 4,794
---------- -------------- ---------- ------------- --------
Balance at 31 December 2019 214 496 410 4,961 6,081
---------- -------------- ---------- ------------- --------
Balance at 31 December 2020 256 522 731 7,593 9,102
---------- -------------- ---------- ------------- --------
Right-of-use assets - net
book value
---------- -------------- ---------- ------------- --------
Balance at 31 December 2018 3,644 79 174 - 3,897
---------- -------------- ---------- ------------- --------
Balance at 31 December 2019 4,800 21 140 - 4,961
---------- -------------- ---------- ------------- --------
Balance at 31 December 2020 7,267 227 99 - 7,593
========== ============== ========== ============= ========
.
10. LEASES
As at 31 As at 31
December December
Lease liabilities 2020 201 9
---------- ----------
GBP'000 GBP'000
Maturity analysis - contractual undiscounted cash
flows:
Less than one year 1,761 1,044
More than one year, less than two years 1,703 1,305
More than two years, less than three years 1,403 1,070
More than three years, less than four years 1,204 977
More than four years, less than five years 1,185 933
More than five years 3,513 2,822
---------- ----------
Total undiscounted lease liabilities at year end 10,769 8,151
Finance costs (1,790) (1,811)
---------- ----------
Total discounted lease liabilities at year end 8,979 6,340
---------- ----------
Lease liabilities included in the statement of financial
position:
Current 1,334 838
Non-current 7,645 5,502
---------- ----------
8,979 6,340
---------- ----------
Amounts recognised in the Consolidated income statement
The Consolidated income statement shows the following amounts
relating to leases:
Year ended Year ended
31 December 31 December
2020 201 9
------------- -------------
GBP'000 GBP'000
Depreciation charge - leasehold property 1,069 782
Depreciation charge - fixtures and fittings 51 54
Depreciation charge - computer hardware 44 53
------------- -------------
1,164 889
Interest expense (within finance expense) 433 419
============= =============
The above leases relate to office space, computer equipment and
motor vehicles. The net book value by category is set out in note
9.
Any expense for short-term and low-value leases is not material
and has not been presented.
11. SHARE-BASED PAYMENTS
In the year ended 31 December 2020 the Group operated an
equity-settled share-based payment plan as described below.
The Group recognised total expenses of GBP13,569 in respect of
equity-settled share-based payment transactions in the year ended
31 December 2020.
The Pebble Group Plc Long-Term Incentive Plan (the 'LTIP')
Certain employees of the Company, along with other Group
employees, have been granted share options on 21 December 2020
under the LTIP, further details of which can be found in the
Remuneration Report.
Under the LTIP, the Group has made awards over 1,252,477
conditional shares to certain Directors and employees.
The vesting of most of these awards is subject to the Group
achieving certain performance targets under the LTIP, measured over
a three-year period, as set out in the Remuneration Report. The
options are split into two parts with the amount of Part 1 options
that will vest depending on achievement of the Group's total
Adjusted EPS ("AEPS") whilst Part 2 depends on absolute total
shareholder return ("TSR") that will vest depending on performance
of the Company's Absolute TSR:
Proportion
of award
Part 1 options - AEPS 70%
Part 2 options - TSR 30%
Details of the maximum total number of Ordinary Shares which may
be issued in future periods in respect of awards outstanding at 31
December 2020 are shown below:
Number of
shares
At 1 January 2020 -
Granted in the year 1,252,477
----------
At 31 December 2020 1,252,477
----------
The fair value at grant date is independently determined using
an adjusted form of the Black-Scholes model which includes a Monte
Carlo simulation model that takes into account the exercise price,
the term of the option, the share price at grant date and expected
price volatility of the underlying share based on the AIM Price
Index over the past 3 years, and the risk-free interest rate for
the term of the option as shown below:
TSR condition AEPS condition
31 December 31 December
2020 2020
Share price at grant date 105.0p 110.5p
Exercise price GBPnil GBPnil
Expected volatility 17.2% -
Expected life 3 years 3 years
Expected dividend yield 0% -
Risk-free interest rate 0.53% -
Fair value per option 22.28p 110.5p
-------------- ---------------
Performance conditions 2020 award 70% cumulative adjusted
EPS and 30% TSR
Cumulative adjusted EPS Cumulative adjusted EPS for the 3
Adjusted EPS as defined in years ended 30 June 2023
the LTIP rules, excludes share-based Threshold (25% of maximum vesting)
payment costs, exceptional 13.4p
items and amortisation from Mid-range (60% of maximum vesting)
acquired intangibles 14.3p
Maximum (100% of maximum vesting)
15.1p
------------------------------------------
Annualised TSR Threshold 8% pa (25% maximum vesting
Annualised growth in total Mid-range 11.3% pa (60% maximum vesting)
shareholder returns Maximum 15% pa (100% maximum vesting)
------------------------------------------
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