Annual Report • Dec 31, 2013
Annual Report
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Tribal has continued to strengthen its leadership positions during 2013. We have built on our success in the UK and Asia Pacific, and our management systems, performance improvement solutions and quality assurance solutions have proved themselves as leaders in international markets. We are continuing to invest in foundations to support our future growth. Technology is becoming pervasive throughout our work, and our capabilities in our new regional markets are growing in stature.
Key areas of activity
What we do, who we do it for, and where we do it Pages 4-7
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Business model Our unique attributes, and how we create value Pages 6-7
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Understanding our markets
The trends driving our customers' changing needs Pages 10-11
Strategic objectives 04 06 10 12
Our organic growth plan to become an international technology-based business Pages 12-13
77 Consolidated statement of
78 Consolidated balance sheet
Adjusted eps2
11 12 13
Dividend per share
1.00p 1.25p 1.60p
12.0 13.9 15.8
Statutory profit before tax
International revenue
Cash conversion3
12.5p 15%
1.6p
28%
£15.8m 14%
• Increasing momentum in internationalising our schools performance improvement and quality assurance work in North America and Middle East
11
12%
John Ormerod Chairman
Tribal's people and technology are world-class.
Our task now is to manage our increasingly international growth effectively, to invest in the sustainable development of our business, and to keep our focus.
Tribal has taken significant strides forwards since 2011. Our strategy is to become a leading provider of technology-enabled management solutions to international education, learning and training markets.
Three years ago, Tribal's activities were almost entirely based in the UK. Our products and services are now increasingly established in education markets in Asia Pacific, North America and the Middle East. Approximately 26% of our revenue was generated outside the UK in 2013, and our customer base is now populated with an increasing number of prestigious international organisations, alongside an already impressive customer base in the UK.
We have also embraced a wider pool of skills and capacity to address the risks and challenges of our international expansion. Our management teams are growing in stature in our international markets, and we have extended our senior executive team.
Our delivery capabilities in our regional markets are developing well, and we are establishing a network of partners through which we can draw local expertise and capacity. Our software development teams remain concentrated in the UK, but we now reach out to partner teams in Brazil and China as we expand our development capacity.
Our geographical diversification has been matched by ever increasing simplification and clarity of purpose in our core business. It is important that we keep our focus. The international education management market is extensive and large, and carries ample opportunities for distraction from achieving our goals.
We have worked hard to strike the right balance between meeting our shortterm profit targets, and investing in the longer term sustainable development of our business.
Tribal's balance sheet has become increasingly resilient over the past three years, and our cash generation has allowed us to invest confidently in new software development and operational capacity in our new markets. We will continue to invest in this way, growing the business with strong underpinnings, and balancing risk and opportunities carefully.
Our confidence to invest has been further enhanced through our recent refinancing of our bank facilities. Whilst we remain clear that Tribal's best interests require only prudent use of debt finance, we now benefit from revolving credit facilities which are committed through to 2018.
At the heart of Tribal's values is a desire to deliver on our promises. We set high standards for ourselves, and the consistent quality of our delivery has been instrumental in establishing our customer base.
We are now well placed to deliver confidently on projects of considerable scale in our international markets. In 2012, we secured a major contract with the New South Wales Department of Education and Communities. This challenging programme, in one of the largest education management systems in the world, involves the roll out of our student management software across every state school and college in New South Wales.
Exemplifying our values, our people have successfully risen to this challenge, and we are pleased to have delivered our software, on time, into an initial wave of schools. We expect to deliver to colleges early next year, and we are looking forward to completing the delivery of our system during 2014.
We have taken care to establish strong governance frameworks throughout Tribal, designed to match the business's evolution.
Tribal is compliant with the Corporate Governance Code (the Code), and during the course of 2013 we have taken care to ensure that the Code's principles on leadership and Board effectiveness have been applied. In particular, we have sought to ensure that the Board has the right mix of individual non-executive directors with the experience and expertise, and who are provided with the right information, to constructively challenge the executive team.
Simon Ball, who has been a non-executive Director and Chairman of the Audit Committee of Tribal since June 2010, has decided to step down at the AGM in May 2014. On behalf of all of us at Tribal, I would like to thank Simon for his contribution.
In advance of Simon's retirement from the Board, we are pleased to welcome David Egan to the Board with effect from 1 April 2014. David will also take over the Chair of the Audit Committee with effect from 16 May 2014.
David is Chief Financial Officer at Alent PLC, a leading supplier of advanced engineered materials used primarily in the electronic and automotive sectors. David has strong experience in financial management, including having previously been Group Financial Controller for Hanson PLC and having held senior positions in a number of significant international businesses.
Tribal is rich in intellectual property, employing people with great expertise in education management and offering software-based solutions which reflect this know-how.
Our task now is to continue to invest in our assets, and to take our software and expertise to new customers in our existing and new high growth markets, whilst remaining alert to the challenges which come from that growth.
Chairman
Our business
Where we work
UK Revenue £92.7m (2012: £91.2m)
Asia Pacific Revenue £25.6m (2012: £16.4m)
North America Revenue £2.9m (2012: £3.4m)
Middle East Revenue £2.4m (2012: £2.0m)
Rest of World Revenue £1.9m (2012: £2.4m)
efficiency, student satisfaction and educational outcomes
| Higher education |
We are the number 1 provider of student management systems to universities in the UK, and have an increasing customer base in English-speaking markets around the world Our performance improvement solutions are used by 228 universities in 13 countries |
£22.3m |
|---|---|---|
| Vocational learning |
We are the number 1 provider of student management systems to the further education and work-based learning markets in the UK In Asia Pacific, approximately one in three polytechnics in New Zealand use our student management systems, and our software is scheduled to be rolled-out across all colleges in New South Wales, Australia in the early part of 2014 Our performance improvement solutions include operational analytics and benchmarking for the majority of further education colleges in the UK, all polytechnics in New Zealand, and an increasing number of Australian colleges Our quality assurance solutions underpin inspections of further education colleges across the south of England, on behalf of the UK Government's Office of Standards in Education, Children's Services and Skills (Ofsted) |
£50.1m |
| Schools | We are the leading provider of quality assurance solutions in the UK, working in schools across the south of England on behalf of Ofsted, and we are delivering similar programmes in international settings such as Abu Dhabi, Massachusetts, and New York State Our children's services management systems are used by around half of England's local authorities, and our student management systems are being deployed across all state schools in New South Wales, Australia |
£53.1m |
Tribal has long-standing relationships throughout the British education system. Through our customer base, we engage with around half of all universities, colleges and schools in the UK, and we are a key part of the UK's quality assurance processes which oversee children's education.
Our delivery of management systems and performance improvement solutions in Asia Pacific has grown rapidly, and we have an increasingly strong presence in the higher education, vocational learning and schools markets in Australia and New Zealand.
Our initial entry to North America focussed on performance analytics in universities, and quality assurance solutions across schools. We are now complementing this activity with the provision of student management systems in the higher education market.
In the Middle East, we deliver quality assurance solutions, and increasingly performance analytics, across vocational learning and schools markets. We currently work in Saudi Arabia, the United Arab Emirates and Bahrain.
We support customers in other locations including Europe and China, and we remain alert to the needs of our customers and new market opportunities outside our existing regions of activity.
Our software development teams are anchored in the UK. However, we complement this core capability with teams in Australia, and through partners in Brazil and China.
• Robust and flexible education management systems
• Highly configurable applications and tools, closely matched to our customers' needs
Revenues with strong visibility, based on longterm customer relationships, and systems and tools embedded in our customers' businesses
Embed technology across our business Internationalise our customer base
Software license revenues
Recurring maintenance and support income
Implementation services
Development fees
long-term contracts
Repeatable and scalable programmes, with embedded software tools leading to annuity revenues
Our student management systems have achieved market-leading positions in the UK
Our systems' world-class credentials have been confirmed through our successes in global procurements, where our systems have been chosen over major international competitors
Our solutions are embedded in the fabric of our customers' operations, becoming a core part of the way they do business
We gain deep insight into our customers' evolving needs, guiding our investment decisions
Strong customer insight, and confidence to invest, allow us to create new intellectual property to meet emerging market demands
We build new functionality into our existing systems, and create new solutions and applications to meet our customers' needs
Our financial confidence allows us to build robust business infrastructure and capabilities in new international markets
We are well placed to support new customer programmes, and to develop a sustainable operating model in each regional market
Good revenue visibility and cash generation from our operations ensures we have the financial underpinning to support our long-term investment plan
Enhance our sales and business development capability
Maintain low debt levels and create investment capacity through strong cash flow
Our business
We build solutions that support management teams who provide excellent education and training.
We have invested carefully to design market leading software and tools.
Informed by lasting relationships with our customers in the UK, we are now reaching, with increasing success, into new international markets.
* Software development represents software development expenditure capitalised in the period
Robust and flexible management systems, designed solely with education and training providers in mind
and use Oracle and Microsoft SQL
Tribal's applications are designed to be highly configurable, ensuring a close
We employ expert people, who between education management
The core value of our solutions knowledge, experience and empathy
Deep and enduring relationships with customers across the education system
Our market leading positions lasting relationships with education and training providers at the forefront
We are privileged to work closely
Our long-term commercial partnerships be framed, and into which financial
Solutions grounded on a market leading evidence base, and rich in know-how
We build applications and tools with of education and training providers.
Our market leading knowledge and technologies are key to our growth, software directly, engaging extensively with management and users across an Our people are instrumental to the project teams.
Complementing our systems, our performance improvement and quality providers around the world.
Prudent financial management, providing a strong investment platform
financial management has established a
We are well supported by our
Understanding our market
Higher education markets remain firmly active, as competition for students becomes ever more intense across international borders.
Vocational learning continues to receive strong state-level funding as governments concentrate on reducing basic skills shortfalls, and improving employability across national workforces.
Around the world, governments and school operators are increasingly demanding tools to drive performance improvements in schools. Alongside the education agenda, governments are also showing increasing attention to joined up management of a child's education and personal well-being.
Higher education is an international market, demonstrating continuing demand for our management systems and know-how. Our systems and analytics tools support efficiency gains, whilst pursuit of enhanced student interaction through effective systems is growing, as the student becomes a paying customer.
Tribal benefits from a market-leading position in UK universities student management systems. Demand for new functionality from our existing UK customers remains good, and a number of universities continue to replace ageing in-house systems.
Efficiency is key for UK universities facing budget challenges and pressure to deliver on quality, alongside changes to student fee arrangements and a need to treat the student as a customer.
Universities are also showing good interest in applications which complement the more traditional student management system capabilities, such as business intelligence tools, predictive analytics, mobile platform delivery and CRM-style student recruitment tools.
As a result, investment in new administrative systems, seeking efficiency savings and better student engagement, is a continuing theme in the higher education market.
Demand for new system upgrades is strong in English-speaking international markets.
Whilst these markets are responding to challenges that are broadly similar to those affecting UK universities, there is clear appetite amongst universities for fresh options over and above the incumbent systems providers, and Tribal's credentials ensure it is well placed to take advantage of these opportunities.
An increasing worldwide focus on basic skills and employability is clear. Whilst national funding strategies and policy changes can create uncertainty in the short-term, the longer term potential is strong. With significant state funding flows available to colleges and employers, robust compliance and records management is essential.
Budget constraints and uncertainties amongst the further education and work-based learning markets in the UK have held back demand during 2013.
However, recent government policy developments have increased the scope of opportunities available to Tribal:
An increasing focus on vocational education and employability, together with the UK's reputation in this sector, is creating good opportunities for Tribal.
In Asia Pacific, we are seeing continued demand from colleges and polytechnics requiring system upgrades and performance improvement support.
In the Middle East, the significance of vocational learning is growing, as these developed and emerging economies better understand the role of skills in economic performance, and governments seek to reduce dependence on expatriate workforces.
Schools improvement techniques are highly advanced in the UK, anchored on the Ofsted inspection methodology. Demand for school improvement support is now growing internationally. Governments are also paying increased attention to coherent management of a child's progress across education and personal well-being, driving significant new requirements for management system capabilities.
The increasing alignment of all three UK political parties on key issues has brought stability to the schools sector.
The core schools quality assurance market is fully contracted through Ofsted until 2015, and it is expected that inspections will remain a key regulatory mechanism thereafter.
The UK schools student management system market has been mature for some time. However, there is appetite for change and the new procurement framework in this market represents an attractive new opportunity.
An increased focus on children's wellbeing, and the role of schools in safeguarding children, presents opportunities for complementary systems in this market.
An increasing focus by the UK government to promote the UK education market as a cornerstone for education improvements elsewhere in the world means that the school improvement market is opening up partnerships where Tribal's expertise in quality assurance and management systems are key strengths.
As in the UK, there is an increasing focus on coherence of education and wellbeing, from schools through to tertiary education. Our work with the New South Wales Department of Education is a world-leading example of a joined-up solution covering K-12 and vocational learning.
Markets are emerging for school improvement activity in Australia, North America and Middle East, with customer requirements currently relatively unsophisticated, and lower levels of competition.
In the Middle East, governments are working to improve education achievement to create sustainable economies. Tribal's quality assurance solutions have good resonance in these markets.
Our strategic objectives
Our vision is to be a truly international business that creates and delivers world-class solutions, which help management teams in education establishments and training providers to deliver excellence.
Our strategic plan, established for the three years to 31 December 2014, emphasized organic growth.
Our plan requires us to protect and extend our market leading positions in the UK, whilst internationalising our solutions to English-speaking markets.
Alongside our organic growth plan, we remain alert to bolt-on acquisition opportunities which may complement our strategic ambitions.
The key strategic objectives we are focused on are set out below. The key priorities we are balancing as we seek to deliver our strategic plan are set out on pages 14 to 17, and the key risks we are managing are set out on pages 36 to 39.
| 1 | Embed technology across our business The power of technology to drive efficiency for our customers is significant. Our major systems play a key part in helping our customers to run their training organisations, schools, colleges and universities well. Our performance improvement and quality assurance solutions, when delivered alongside well chosen technology, become repeatable, scalable and increasingly embedded in our customers' day-to-day activities. |
|---|---|
| 2 | Internationalise our customer base Our systems and solutions have been developed around a deep understanding of education in the UK. Around the world, education providers frequently face similar challenges, and are keen to benefit from the expertise that the best of the UK's education system can offer. Our solutions bring UK educational expertise, wrapped in a technology-based package underpinned by a global delivery model. |
| 3 | Enhance our sales and business development capability We are pursuing an organic growth strategy, which demands a high-performing sales and business development capability. For the vocational learning and schools / K-12 markets, our teams operate on an integrated regional basis in the UK, Asia Pacific, North America, the Middle East and South Africa, and we manage the Higher Education market through a global sales team. |
| 4 | Ensure debt levels remain appropriate, and create investment capacity through strong cash flow Carefully managing debt increases the strength of the business, and creates the financial capacity to take advantage of investment opportunities as they arise, whether through new product and service development, new market entry, funding major projects or bolt-on acquisitions. |
1 Improve operational efficiency across our business, with particular emphasis on our software development and implementation activities
2 Deliver shareholder value through earnings per share growth, growing revenue whilst maintaining a tight grip on costs
Delivering our strategy
Tribal has made good progress towards the aspirations we set out at the beginning of 2012. Whilst we are now focused on 2014, we are also looking beyond, towards the medium and long-term future.
The key challenges we must manage and overcome to sustain Tribal's growth into the future are set out below.
| 1 | Striking the right balance between longer-term investment and near-term profit growth |
|---|---|
| 2 | Enhancing implementation and delivery capacity in new international markets |
| 3 | Building on our sales and business development capacity |
| 4 | Building on our senior management capacity and organisational structure as we grow geographically |
| 5 | Maintaining focus on our UK customer base, whilst delivering strong international growth |
| 6 | Making choices between competing new geographic market entry opportunities |
| 7 | Making choices between competing investment opportunities in new software and solution development |
| 8 | Managing uncertainty in the timing of customers' procurement decisions |
Tribal's Gradintel solution has helped Swansea University to become the first University in the UK to gain prestigious recognition from the European Commission for electronic delivery of its European Diploma Supplement, known as the e-HEAR. e-HEAR will immediately replace the existing paper-based European Diploma Supplement and will be issued to all 15,921 undergraduate and taught post-graduate students at the University.
Our Gradintel software integrates with the SITS:Vision student and course management system used by Swansea University to manage student administrative processes, from initial enquiry through to graduation and alumni tracking, as well as acting as the central point of information on students and their qualifications.
e-HEAR is student-centred and designed to be available to students throughout their career. Its electronic format also allows the University to record extra-curricular activities, industrial placements, mobility placements and other information such as prizes in a way that was not possible in paper form.
Students will benefit from the internationally recognised package which the University provides under its Gateway to Employment initiative, of which e-HEAR will be the central core.
The University worked with organisations such as Universities UK (UUK), the British Council, UK NARIC (the National Agency responsible for providing information, advice and expert opinion on qualifications worldwide) and BIS (the Department for Business, Innovation & Skills) to gain the support of the European Commission for formal recognition of the UK HEAR as a document which can legitimately be classed as a Diploma Supplement.
Delivering our strategy
| Our priorities | Why is this important? |
|---|---|
| Striking the right balance between longer-term investment and near-term profit growth |
• Sustainable managed growth requires investment in supporting infrastructure which reduces short-term profit. • A balance needs to be maintained which allows us to pursue our near term earnings aspirations, but which does not compromise sustainable long-term growth. |
| Enhancing implementation and delivery capacity in new international markets |
• We are delivering systems implementation in a number of international locations, and we expect this to increase. • Sustainable implementation support in a new country requires local capacity, drawing on our larger UK team for specialist input. |
| Building on our sales and business development capacity |
• Our work in our existing new markets has identified good new opportunities. • Development of networks and market intelligence is best achieved by business development professionals in-country. |
| Building on our management capacity and organisational structure, as we grow geographically |
• Our transition from a UK-based business into an international business, with operations in a number of significant geographic areas, requires new organisational structures, accountability mechanisms and leadership roles, as the business develops. |
| Maintaining focus on our UK customer base whilst delivering strong international growth |
• Addressing attractive international growth opportunities requires proper resourcing, in order to deliver successfully. • Resources must be managed carefully to sustain service levels to UK customers, who continue to be very important. |
| Making choices between competing new geographic market entry opportunities |
• We are seeing good opportunities in a number of geographic markets. • Tribal's capacity to deliver successfully in an increasing number of locations must be balanced with our choices of new target markets. |
| Making choices between competing investment opportunities in new solutions |
• We have significantly increased investment in our software and solutions over the past two years. • Making the right choices will bring enhanced revenue and annuity profit streams; making the wrong choices risks significant investment write-offs and missed opportunities. |
| Managing uncertainty in the timing of customers' procurement decisions |
• Our customers' decision-making processes typically extend for long periods, and are subject to rescheduling of which we sometimes have limited visibility. • We must maintain suitable implementation capacity in different locations to deliver on new projects, in spite of sometimes unpredictable customer timelines. |
Key performance indicators
Adjusted operating margin
Objective: Maintain and enhance our operating margin.
Outlook: Our increasing focus on software based activities is expected to support continued improvement in our operating margins.
Link to our strategic plan: Operating margin growth is a key component of earnings growth through which we are seeking to deliver shareholder value.
Objective: Increasing the proportion of overall revenue generated from international markets.
Outlook: We have again seen strong revenue growth in Asia Pacific during 2013. We expect our international revenues to continue to grow in a number of international markets during 2014.
Link to our strategic plan: We are focussed on internationalising our customer base.
Adjusted earnings per share
Objective: Long-term sustainable growth in EPS.
Outlook: As we continue to see good growth opportunities, and focus on enhancing the efficiency of our operational activities, we expect to continue to grow EPS.
Link to our strategic plan: Sustainable earnings growth is a key element to delivering shareholder value.
Objective: Generate strong cash flow from our continuing operations.
Outlook: We have generated excellent operating cash flow during 2013, significantly reducing our debt, whilst also completing an acquisition.
Link to our strategic plan: Strong cash conversion supports our objective to hold debt at an appropriate level, and to create investment capacity.
Objective: Sustained investment in development of existing and new products.
Outlook: We have significantly increased the levels of capitalised product development investment during the past three years. We expect to maintain strong levels of investment in the medium-term.
Link to our strategic plan: Enhancing our portfolio of management systems for our existing and new markets.
Objective: Optimise retention of skilled staff.
Outlook: As we proceed with our strategy plan, and demonstrate the strength of Tribal's position in its markets, staff feedback indicates that our people continue to be confident in their future within Tribal. We must take care to manage the pressures on our staff, that arise from the international growth path down which we have advanced.
Link to our strategic plan: Improving operational efficiency and growing our sales and business development capabilities requires retention of high calibre people across the business.
Objective: Increasing order book supporting enhanced revenue visibility.
Outlook: The year on year movement in our order book primarily reflects the maturity of our Ofsted inspection contracts. Technology is becoming increasingly pervasive throughout our work; this focus is increasingly reflected in the shape of our order book.
Link to our strategic plan: Strong revenue visibility supports sustainable earnings growth and confidence to make investments.
Keith Evans Chief Executive
We have made good progress in the second year of our strategy plan.
Our solutions have proven themselves on the world stage.
Our international capabilities are growing in stature, and we will continue to invest in the foundations to underpin our long-term sustainable growth.
Our goal, as we embarked on our current strategic plan, was to transform Tribal into an international business that creates and delivers world-class solutions for the education management market.
We are making excellent progress towards our objectives. Tribal's capabilities in our chosen international markets are growing in stature, and we will continue to invest in the foundations for sustainable longterm success in our existing and new growth markets.
Our solutions, and our people, have been tested against the best that our international competitors can offer. In Australia, in the United States and in Canada, our successes demonstrate that our combination of software and intellectual property, developed and credentialed in the UK education market, represents a powerful combination for education management around the world.
Through our existing product and servicebased solutions, new software product development, and carefully selected acquisitions, we have continued to strengthen our leadership positions in the markets and regions in which we operate. We are growing through new customer wins, and are pleased with increasing momentum in cross-selling our systems and solutions to our existing customers.
Our student management systems continue to hold strong leadership positions in the UK. We are continuing to expand in Australia and New Zealand, with the wider Asia Pacific region now also presenting emerging opportunities. In North America, we have secured the platform on which to expand our market presence through a substantial contract win in Canada.
Our performance improvement solutions have maintained their market leading positions in the UK and Asia Pacific, and are strengthening their position in the US. Our solutions are also finding new sustainable market entry points in new regions, such as the Middle East.
Tribal continues to dominate the UK market, working in partnership with Ofsted, the Office of Standards in Education, Children's Services and Skills. We have now established a significant presence in the Middle East, and have secured a strong entry position in the US.
We are focussed on developing functionality within our student management systems, which supports the new requirements of an education management market that continues to expand, globalise and become more data driven.
We have also significantly increased the technology content of our evidence-based performance improvement and quality assurance solutions, enhancing our methodologies and toolsets which provide scalability, resilience and secure our intellectual property.
Financially, we continue to focus on margin improvement, whilst maintaining an appropriate balance between profit growth and business investment.
We are well placed to invest. Tribal is cash generative, and we benefit from an increasingly strong balance sheet. We have also refreshed and extended our bank facilities, and now have committed financial support until 2018.
Whilst our growth is principally organic, we maintain an interest in bolt-on acquisitions for our systems and solutions which can add functionality or give us increased regional penetration. Our recently announced acquisition of Sky Software, an Australianbased provider of cloud-based student management systems to the vocational and higher education markets, extends our product portfolio and brings new customer relationships in our target markets.
Higher education
We have continued to grow our customer base in the UK and Ireland, with Bournemouth University joining our user group, and being appointed preferred supplier for Imperial College, London. Our major implementation at University of Oxford is proceeding well, and our systems have gone live during the year at Staffordshire University and Trinity College, Dublin.
In Asia Pacific, we have continued to build our customer base. The University of Otaga has also now extended its use of our systems with its purchase of our asset management system to manage its estate and facilities.
Our significant implementation programmes at University of Sydney and University of Canterbury, Christchurch are going well, and during the year our systems went live at Royal Melbourne Institute of Technology and University of Otago.
In North America, we have secured a major market entry contract through the University of British Columbia (UBC) in Vancouver, one of Canada's leading universities. UBC will provide us with a strong basis from which to develop our Higher Education business in Canada and the US.
Building on our existing presence in the US student benchmarking market, we are now working with the University of California, Berkeley on joint development and delivery of a suite of performance analytics solutions, and separately we have formed a collaboration with the American Association of College Registrars and Admissions Officers to help develop our solutions for the North American region, and to support our implementation activities.
On the back of these initiatives, we have developed a growing pipeline of opportunities across the North American region.
Whilst we have seen generally quieter market conditions in the vocational learning market in the UK, customer activity levels in our student management systems have been good.
We will be placing increased emphasis on enhancements to our college-based systems in 2014, having focussed development resources on the SALM programme during 2013. However, we have continued to increase our customer base with new student management system customers at Luton College, Rhondda Cynon Taff Council, Devon County Council and Neath Port Talbot College.
Tribal's work-based learning student management system upgrade was launched at the end of 2012, and over 85% of our UK customers have migrated to the new version.
Our performance improvement and quality assurance solutions have retained their market leading positions. The trend towards employer funding for workforce skills development has presented new
opportunities for our student management systems and related services, and we are currently active with pilot apprenticeship programmes in Tesco, Pizza Hut and KFC.
In Asia Pacific, the major New South Wales Student Administration and Learning Management (SALM) programme continues to make good progress, with our college student management system due to go-live during the first half of 2014. Our installed base in New Zealand and the SALM programme are providing strong credentials to support growth elsewhere and our performance analytics solutions are established and growing across the region, with new customers in Western Australia, Queensland and Canberra.
Our recently established North America team is now beginning to explore the potential for our systems and solutions across the community college market, and in the Middle East we are optimistic that we will be able to develop our business further following our significant contract in Saudi Arabia with the Saudi Skills Standards Agency to deploy our quality assurance solutions on a wider basis.
Our student management system customer base across our core education authority products in the UK has continued to develop well. We have also developed new modules for children's safety and welfare, and have begun to take early market entry positions in the schools student management system market. Our quality assurance solutions have retained their high standard of delivery through our key relationship with Ofsted, and provide very strong credentials for taking these solutions to wider markets.
In Asia Pacific, the SALM programme is making strong progress, with our schoolsbased student management systems having gone live in a staged manner in August and November 2013. As our system rolls out over the New South Wales schools base, we will establish a leading position in the schools market in Australia, which will create a number of new development opportunities. During 2014, we will be exploring the increased deployment of our performance improvement and quality assurance across the Asia Pacific region.
The Outwood Grange Academies Trust (OGAT) was created following the success of Outwood Grange, a large school of 2,200 students which has been judged as Outstanding in every area of its operation and was one of the first National Leader of Education Support Schools (NLES).
The Trust's objective is to "inspire students and staff and bring about rapid and sustained improvement for the benefit of the local community". The Trust currently comprises eight secondary academy schools, and three primary academy schools, a Post-16 centre, and a National Teaching School.
A key element of the Trust's vision is the ability to use management information to identify areas where individual students require intervention, allowing them to take appropriate action to address difficulties, and to learn from their successes.
The Trust is working with Tribal to consolidate current systems to a single Management Information System across the family of schools, using Tribal's Synergy in Schools (SIS) solution. Following a detailed evaluation process, the Trust and Tribal will work together to migrate the three existing systems into Synergy in Schools, which includes a detailed project plan covering data migration and product training.
OGAT is recognised by the Department for Education as one of the highest performing academy chains in the country.
Following our quality assurance work in Nashville, Tennessee, we secured a significant contract to deploy our solutions across New York State, one of the largest education authorities in the US. This work complements our schools-focused quality assurance work in Massachusetts, through our operations in Boston.
In the Middle East, we have now secured a contract presence for our quality assurance solutions in Bahrain, the United Arab Emirates and Saudi Arabia, and have become established as one of the major providers in the region. We have therefore now established a regional team, who will support the development of all of our systems and solutions in the Middle East.
Tribal is increasingly well positioned to take advantage of good market growth opportunities around the world. Our technologies and intellectual property have demonstrated an ability to compete on the world stage, and our strong UK customer base, combined with our growing international customer groups, provide us with an exceptional insight into trends in education management. Our task is to build further on these strengths, and our key objectives for 2014 are therefore three-fold:
developing and growing our UK markets. We will be placing renewed emphasis on developing innovative and valuable systems functionality and solutions for our UK customers.
Our expectations for 2014 are unchanged. As a consequence of seasonality in our business, and our continued programme of international development and investment, we anticipate our profits in 2014 will once again be weighted towards the second half of the year, and Tribal has good potential to make further progress over the medium-term.
Tribal has continued to grow its revenue and operating profits. We have delivered strong increases in our international activities, and our operating cash generation remains healthy.
Our debt levels have continued to fall, and our capacity to invest for the long-term is growing.
Group Finance Director
In the year ended 31 December 2013, the Group's adjusted revenue from continuing operations was £125.5m (2012: £113.4m). Adjusted operating profit was £15.8m (2012: £13.9m) and adjusted operating margin was 12.6% (2012: 12.3%). Adjusted profit before tax was £14.6m (2012: £12.8m) and adjusted diluted earnings per share were 12.5p (2012: 10.9p).
The Group's statutory revenue from continuing operations was £125.5m (2012: £115.4m). Statutory operating profit was £15.5m (2012: £11.5m) and statutory operating margin was 12.4% (2012: 9.9%). Statutory profit before tax was £13.5m (2012: £10.0m) and statutory diluted earnings per share from continuing operations were 11.5p (2012: 8.5p). The statutory profit for our continuing business after tax was £10.8m (2012: £8.0m).
Adjusted revenue from continuing operations increased by 11% to £125.5m, underpinned by organic growth in the Systems business of 16%, primarily resulting from strong performance in international markets. Our Solutions business grew by 4%, with the acquisition of i-graduate contributing to the development of our performance improvement activities.
Our adjusted operating profit has increased by 14% year-onyear to £15.8m. Our divisional profit margins have improved incrementally in each of our Systems and Solutions divisions; we anticipate that margins will continue to improve, albeit reflecting our international expansion programme, with a focus on increasing strength in our regional management structures and sales and business development capabilities in the near term.
Our central costs were £5.1m (2012: £3.5m), or 4.1% of revenue (2012: 3.1% of revenue), slightly above our target range of less than 4% of revenue, as a result of this development programme. Nevertheless, the Group's adjusted operating margin increased to 12.6%.
| 2013 £'000 |
2012 £'000 |
Change | |
|---|---|---|---|
| Adjusted revenue | 125,485 | 113,417 | 11% |
| Adjusted operating profit from divisions before central costs |
20,892 | 17,354 | 20% |
| Central costs | (5,133) | (3,472) | 48% |
| Adjusted operating profit | 15,759 | 13,882 | 14% |
| Adjusted net finance costs | (1,198) | (1,043) | 15% |
| Adjusted profit before tax |
14,561 | 12,839 | 13% |
| Adjusted effective tax rate | 19.8% | 20.5% | |
| Adjusted diluted earnings per share |
12.5p | 10.9p | 15% |
A reconciliation of our adjusted profit to our statutory profit is set out on the face of the Income Statement.
Our Systems business has made significant progress again this year, securing further customers for our major student management systems in new international markets, advancing well on the major SALM programme with key go-live milestones having been successfully met, and continuing to invest in significant enhancements to our management systems.
| 2013 | 2012 | |
|---|---|---|
| Year ended 31 December | £'000 | £'000 |
| Adjusted revenue | ||
| Licence and development fees | 19,471 | 16,035 |
| Implementation | 22,367 | 18,316 |
| Maintenance | 18,802 | 16,782 |
| Other | 3,566 | 4,411 |
| 64,206 | 55,544 | |
| Of which: | ||
| UK | 58% | 67% |
| International | 42% | 33% |
| 100% | 100% | |
| Adjusted segment operating profit | 14,826 | 12,072 |
| Adjusted operating profit margin | 23% | 22% |
| Systems product | ||
| development investment | £6.0m | £6.4m |
Our Systems business grew revenue by 16% to £64.2m (2012: £55.5m). Divisional adjusted operating profit was £14.8m (2012: £12.1m), and the adjusted operating margin was 23% (2012: 22%).
We again experienced generally good trading conditions in the UK across the sectors in which our Systems business operates, and our activities in Asia Pacific continued to perform well. Our international revenues in 2013 in our Systems business were £26.8m, of which £18.7m related to the SALM programme. As a whole, our Systems business generated 42% of its revenues from international customers, compared with 33% in 2012.
Our licence revenues grew strongly in the year. We are now well advanced through the core development phase of the SALM programme in New South Wales, and this work represents an important part of this licence revenue growth. Our student management systems continued to see good momentum
with new University and college customers in the UK and internationally, although we experienced some delays in closure of new contracts which we now expect to complete during 2014.
Implementation revenues grew strongly, as we continued to support the SALM programme implementation in New South Wales. Our work on this aspect of the programme began in H2 2012, and is continuing into 2014. Our teams were also engaged in the deployment of our systems for major customers such as University of British Columbia, University of Oxford, Otago University and Staffordshire University, and we enter 2014 with a strong pipeline of new projects on which these teams will be engaged.
Maintenance revenues grew well, as our customer base expanded. The SALM programme did not contribute materially to our maintenance income during 2013, but our support activity for the SALM system commenced towards the end of 2013, and this stream of activity will move forward through 2014 and beyond.
Our adjusted operating margin improved from 22% to 23%. We continue to seek operational efficiency improvements to enhance our margins further, but we remain committed to growing our implementation capacity in our international markets, which in the short-term will offset margin gains from our operating efficiency programme.
Strong revenue growth has supported our continued investment programme in new software product development. We have invested across our range of systems, with capitalised investment of £6.4m in 2012 maintained at £6.0m in 2013. Our intention is to sustain the momentum in our software investment programme for the medium-term.
Our Solutions business continues to re-focus towards increased technological underpinning of the services we provide, and higher quality revenues. We have successfully integrated i-graduate, which has out-performed in its first year within Tribal.
| Year ended 31 December | 2013 £'000 |
2012 £'000 |
|---|---|---|
| Adjusted revenue | ||
| Performance improvement solutions | ||
| comprising: | ||
| – Benchmarking and analytics | 6,508 | 2,727 |
| – Professional development and | ||
| training support | 17,323 | 19,754 |
| - Other | 6,467 | 7,045 |
| Quality assurance solutions | 31,272 | 29,816 |
| 61,570 | 59,342 | |
| Of which: | ||
| UK | 90% | 90% |
| International | 10% | 10% |
| 100% | 100% | |
| Adjusted segment operating profit | 6,066 | 5,282 |
| Adjusted operating profit margin | 10% | 9% |
| Solutions product development investment |
£0.9m | £0.9m |
Our Solutions business' revenue increased by 4% to £61.6m (2012: £59.3m) including the benefit of the i-graduate acquisition in January 2013. Excluding i-graduate, our Solutions business' revenue decreased by 1%. Divisional adjusted operating profit was £6.1m (2012: £5.3m), an increase of 15%, and the adjusted operating margin increased to 10% (2012: 9%).
The UK market in which the Solutions business predominantly operates has remained relatively quiet, and comparatively it continues to present fewer growth opportunities than we see in our Systems business. Growth opportunities in the Solutions business are targeted on internationalising our activities, and increasing focus on analytics and software-based performance improvement solutions and quality assurance solutions.
At the beginning of the year, we completed our acquisition of i-graduate, our student experience benchmarking business. i-graduate now forms part of our analytics proposition, combined with our financial and operational analytics solutions, which has grown strongly in the year. i-graduate has performed ahead of our expectations, and has secured a number of important new customers and programmes such as University of California, Berkeley and the National Student Engagement Survey for Ireland.
Our professional development and training support work continues to evolve toward increasingly software-based activities. Our apprenticeship management programmes for large employers are developing well, with a number of pilots progressing in parallel. We are also seeing our e-learning "GoLearn" system gaining momentum in colleges and work-based learning, and we have recently signed a contract to deploy the GoLearn system as the platform for the Welsh Essential Skills and Assessment Tool, to be rolled out across institutions in Wales.
Consistent with our strategic direction, we are placing less emphasis on those areas of our work where technology is less able to be deployed effectively. Our specialist learning solutions work, for Further Education colleges in the UK, has had a quiet year, with uncertain funding levels from the Skills and Funding Agency for new learners holding back colleges' appetite to extend programmes on which work. In our careers advice programmes for the offender management service, changes in prison operating environments have constrained our activity levels.
Our quality assurance solutions are now actively deployed on a number of significant programmes in North America and the Middle East, complementing our significant contracts with Ofsted in the UK.
In the US, we are working with the New York State Education Department, National Charter Schools Institute, and with authorities in Massachusetts. Our work in the Middle East has expanded beyond that with the Abu Dhabi Education Council and we are now active in Saudi Arabia and Bahrain on similar programmes, targeted at uplifting the quality of education outcomes.
The adjusted profit figures exclude the results of closed businesses (where closure took place in 2012) and other costs (including amortisation of IFRS 3 intangibles and adjustments to deferred consideration of £0.6m).
The adjustment to deferred consideration represents the unwinding of the discount applied to the deferred contingent consideration on the acquisition of i-graduate, reflecting the fact that these payments are expected to be made over a number of years.
The amortisation charge in relation to IFRS 3 intangible assets arose from separately identifiable assets recognised as part of the i-graduate acquisition, principally in relation to the order book and customer relationships at completion.
The financial instruments charge in the year arises from the unwinding of the hedging reserve relating to the interest rate swap which was closed out in July 2011. The reserve has unwound over the original life of the swap to December 2013.
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| – Trading loss from closed businesses | – | (844) |
| – Redundancy costs and other closure costs |
(93) | (1,286) |
| Operating loss from closed businesses | (93) | (2,130) |
| Other costs excluded from adjusted profit: |
||
| – Property-related credits | 117 | – |
| – Acquisition-related expenses | (54) | (259) |
| – Adjustments to deferred consideration | (231) | (24) |
| (261) | (2,413) | |
| – Interest rate hedge instrument | (453) | (453) |
| – Adjustments to deferred consideration | (350) | – |
| (1,064) | (2,866) |
Our major disposal programme was completed in 2011. Since completion of the disposals, certain deferred consideration payments have continued to be receivable. We have also undertaken a programme to mitigate any residual property lease obligations which remained with Tribal.
In these respects, we have continued to be successful in recovering significant portions of the receivable amounts, in subletting and disposing of the residual property and in securing deferred contingent consideration in excess of our previous expectations. This has resulted in profits arising in connection with discontinued activities.
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Profit attributable to Resourcing | 165 | 666 |
| Profit attributable to Health and Government |
242 | 1 |
| Profit attributable to Kindred | 318 | 185 |
| Loss attributable to Nightingale Associates |
– | (50) |
| Operating profit attributable to discontinued operations |
725 | 802 |
| Profit on disposal of Resourcing | 248 | 541 |
| Profit on disposal of Health and Government |
– | 45 |
| Loss on disposal of Nightingale Associates |
(131) | (179) |
| Profit on disposal of discontinued operations |
117 | 407 |
| Attributable tax (charge)/credit | (54) | 556 |
| Net profit attributable to discontinued operations |
788 | 1,765 |
Financial performance continued
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Investment income | (37) | (162) |
| Finance costs | 1,585 | 1,205 |
| Net finance costs | 1,548 | 1,043 |
Net finance costs have increased due to higher other interest charges, including in particular the unwinding of the discount on the i-graduate deferred contingent consideration. Underlying interest on our revolving credit facility has fallen in line with the reduction in year end net debt, although our cash and debt balances fluctuate within each quarter, due to some of our larger customers operating under quarterly invoicing schedules.
In addition to interest costs on our bank borrowings, finance costs also include charges arising from bank guarantees issued as part of the SALM contract.
The effective tax rate on our adjusted continuing business of 20% (2012: 21%) is lower than the standard rate, due in particular to the beneficial effect of prior year adjustments. The corporation tax charge on continuing operations was £2.7m (2012: £2.0m). As the Group is now growing its activities in international jurisdictions, it is anticipated that the tax charge on profits in the near to mediumterm future is likely to be modestly higher than the standard UK corporation tax rate.
The adjusted diluted earnings per share from continuing operations before exceptional costs, the results of closed businesses and intangible asset amortisation, which reflects the underlying trading performance of the Group, grew from 10.9p to 12.5p.
Basic earnings per share from continuing and discontinued operations was 12.3p (2012: 10.4p).
The statutory profit for the year was £11.6m (2012: £9.7m).
The Group's financial performance, and balance sheet strength, has significantly improved over the last three years. Our focus continues to be on growing the business, sustaining strong investment in our software products, entering selected new markets and, where appropriate, considering bolt-on acquisitions.
The Directors have previously pursued a progressive dividend policy, reflecting the cash generative nature of the continuing business, but seeking to reduce debt levels over the medium-term and to retain capital to allow the Group to implement its strategic plan. This progressive dividend policy remains appropriate. The Directors consider that it is in the Group's best interest, for the foreseeable future, generally to retain cash generated from operations for reinvestment in pursuit of the above opportunities.
On this basis, and taking into account the good financial performance of the Group in 2013, the Board has proposed a final dividend of 1.10p per share which, together with the interim dividend of 0.50p per share, gives a total dividend of 1.60p per share (2012: 1.25p). The full year dividend is covered 7.8 times by adjusted earnings per share, and the final dividend will be paid on 11 July 2014 to shareholders on the register on 13 June 2014.
Working as one to support the student lifecycle in over 2,200 schools and 138 colleges in Australia
The New South Wales (NSW) Department of Education and Communities (DEC) Learning Management and Business Reform (LMBR) program is a major reform initiative, underpinned and enabled by the rollout of new technology for schools and Technical and Further Education (TAFE) institutions across NSW.
The software being implemented is built around the SAP platform for HR, payroll and finance, and the Student Administration and Learning Management system (SALM) is built around Tribal's ebs4 and Synergy solutions.
With over 2,200 public schools and 135 TAFE campuses in scope for the incremental implementation, the project is one of the largest and most complex education technology rollouts in the world. The project sees the replacement of legacy systems across DEC with a fully integrated set of applications that will improve the ability of principals, teachers and other stakeholders in schools to plan and support the delivery of learning.
The Tribal software solution is used to record and manage data from all phases of the student life cycle, with the initial implementation focused on the health and well-being of the students, as well as the management of counselling services, timetabling, excursions, attendance and behaviour, plus the complex area of fees and invoicing management. In its final rollout, the application will hold the data for over one million students, and over one hundred thousand teachers and staff across the state.
Tribal is one of the major vendors in the initial phase of implementation and support and ongoing development of its student management solution. A project of this size, scope and complexity requires flexibility, skills and commitment from Tribal teams working across NSW and in the UK. Major enhancements have been made to the Tribal solution, to ensure they meet the needs of NSW, and in order to deliver the complex integration with SAP and legacy software.
Financial position and resources
Group net debt decreased from £9.9m at 31 December 2012 to £4.6m at 31 December 2013. As at 31 December 2013, cash at bank and in hand included advance cash receipts in relation to customer programmes of £4.8m (2012: £0.8m).
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Cash at bank and in hand | 7,555 | 8,424 |
| Syndicated bank facility (net of bank arrangement fees) |
(12,114) | (18,274) |
| Net debt | (4,559) | (9,850) |
| Net debt / Adjusted EBITDA | 0.23 | 0.59 |
During 2013, the Group's underlying activities generated strong operating cash flows after capital expenditure, but before exceptional cash costs, of £12.2m (2012: £12.1m), with cash conversion of 77% (2012: 87%).
Capital expenditure across the Group totalled £8.5m (2012: £8.4m). During 2012, we significantly increased our investment in software development. We have sustained this higher level of investment during 2013, and undertaken other capital expenditure as the infrastructure of the Group was further refreshed and extended in international markets.
We have maintained capitalised expenditure on software product development at £6.9m (2012: £7.3m). At the same time, research and development costs charged directly against profits were £1.7m (2012: £1.3m). Our areas of investment expenditure particularly relate to enhancements to our existing education management systems, to address international customer requirements, and new development for both domestic and international markets.
A net inflow of cash of £0.4m was generated in the year, through actions associated with the discontinued activities related to our disposal programme, which was completed in 2011. These actions comprised successful property disposals and subletting arrangements, and the collection of deferred consideration receipts in relation to the disposal of Tribal Resourcing.
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Continuing operations Net cash from operating activities before |
||
| tax and before exceptional cash flows | 20,743 | 20,423 |
| Capital expenditure (net) | (1,552) | (2,178) |
| Capital expenditure on software product development and business systems |
(6,994) | (6,188) |
| Operating cash flow from underlying operations after capital expenditure |
||
| before exceptional cashflows | 12,197 | 12,057 |
| Exceptional cash flows | (375) | (1,664) |
| Operating cash flow from underlying operations after capital expenditure |
11,822 | 10,393 |
| Operating cash flow from closed businesses |
– | (791) |
| Operating cash flow from discontinued operations after capital expenditure |
446 | (1,213) |
| Net interest | (633) | (633) |
| Tax | (2,168) | (1,692) |
| Free cash flow | 9,467 | 6,064 |
| Acquisitions and deferred consideration | (2,521) | (50) |
| Disposal of discontinued operations | 638 | 1,542 |
| Dividends paid | (1,260) | (934) |
| Financing | (6,647) | (4,695) |
| Effect of foreign exchange rate changes | (546) | (27) |
| (Decrease)/increase in cash and cash equivalents in year |
(869) | 1,900 |
During January 2014, we agreed a new facility with our existing banks (Lloyds Banking Group and HSBC), and additionally with Clydesdale Bank (part of National Australia Bank).
Our senior debt banking facility is now committed until June 2018, subject to compliance with covenants. Under the terms of the facility, £40m is available under a revolving credit facility, with a further £10m available on a non-committed basis under an accordion arrangement.
In May 2012, the United States Education Department granted New York State Education Department (NYSED) a waiver from the specific provisions of No Child Left Behind Act. One of the primary objectives of the waiver was to allow the state to create a new, common and robust school and district quality assurance process, enabling them to be compared with optimal conditions for learning.
Each school or district review is carried out over a period of several days by an Integrated Intervention Team composed of NYSED staff, an Outside Educational Expert (OEE), a district representative, and in some instances, experts in the education of English language learners and/or students with disabilities. The length of the review will depend on the size of the school and its accountability status in terms of students' academic performance.
Tribal has been working with NYSED since October 2013 as the OEE, including management of the review process. Sixty per cent of the OEEs come from Tribal's cohort of international inspectors who have significant experience in school improvement and management from working with Ofsted in the UK and in other international settings such as Abu Dhabi. The other reviewers are typically American educators sourced by Class Measures, Tribal's quality assurance business based in Massachusetts.
Our team is working across New York State, from New York City in the south and the largest school district in the United States, to the international borders with Canada in the north. By the end of the first year of the project in June 2014, 139 schools and 47 districts will have been reviewed, and this phase of the programme will extend into at least 2015.
The total forward order book of the Group as at 31 December 2013 was lower by 24% at £127m (2012: £168m). Our order book relates to business we will deliver over the next five years, but includes only two years of software maintenance income. The year-on-year movement primarily reflects the maturity of our Ofsted inspection contracts, which extend until August 2015. Technology is becoming increasingly pervasive throughout our work; this focus is increasingly reflected in the shape of our order book, which continues to provide good underpinning to our revenue expectations for 2014 and beyond.
As a consequence of certain contract awards, a number of employees participate in defined benefit pension schemes, the largest of which relates to the Ofsted Early Years inspection
contract which was entered into during the year ended 31 December 2010. Across these pension schemes, the combined surplus calculated under IAS 19 at the end of the year totalled £0.8m (with gross assets of £6.9m and gross liabilities of £6.1m), compared to a deficit of £0.4m last year.
On 6 March 2014, the Group acquired the entire issued share capital of Sky Software Pty Limited, a company incorporated in Australia that provides cloud-based student management systems to the vocational and higher education markets in Australia, the Asia Pacific region and elsewhere in the world. Initial consideration is AUD4m, with up to a further AUD17m payable in deferred contingent consideration, dependent on the future earnings growth of the business over the period to December 2017.
Financial position and resources continued
The main financial risks faced by the Group relate to the availability of funds to meet business needs, credit risk arising from customer defaults, fluctuations in interest rates and foreign exchange risk. These risks are managed as described below.
The Group finances its operations by a combination of cash reserves from equity capital, retained profits and bank borrowings. Treasury management is led by the Group finance team and operates within policies and procedures reviewed and approved by the Board. Liquidity matters are discussed in more detail in the going concern section of the Corporate Governance report.
The Group seeks to reduce the risk of bad debts arising from non-payment from our customers. This risk is closely monitored by the Group finance team, of which the credit control function forms part. We incurred no material bad debts during 2013, due to the nature of our customer base. Of the total trade receivables balance at the end of the year, £8.1m (2012: £5.6m) is due from one customer.
Forward rate agreements and interest rate swaps are used, where appropriate, to achieve the desired mix of fixed and floating rate debt. An interest rate cap has been implemented, which ensures
that the Group's first £20m of borrowings will incur interest costs at a maximum of 2%, plus the relevant margin, until 1 February 2015.
An increasing proportion of Tribal's business is transacted overseas, and the financial performance of the Group is therefore exposed to movements in foreign currency exchange rates. During 2013, the Group's activities in Australia expanded significantly, and therefore the principal currency fluctuation to which the Group is exposed in the near term is the Australian dollar / Sterling rate. During the course of 2013, the Australian dollar weakened against Sterling, thereby reducing the Sterling value of profits and cash generated in Australia.
Management of foreign exchange risk is overseen by the Group finance team, and policies and procedures are in place that have been approved by the Board.
Where appropriate, forward foreign exchange contracts and options are taken out, in order to reduce potential financial exposure to an acceptable level. There were no open contracts at the year end. As the Group continues its international expansion, these policies and procedures are regularly reviewed, to ensure that they are appropriate to the Group's operations.
The Strategic Report, outlined on pages 4 to 43, incorporates the sections dealing with Our Business, Our Strategic Objectives, and Delivering Our Strategy, as well as the Key Performance Indicators, the Chief Executive's Statement, the Financial Review, the Principal Risks and Uncertainties and the Corporate Responsibility Statement.
By order of the Board
Steve Breach Company Secretary
14 March 2014
Tribal has completed the acquisition of i-graduate, the leading provider of student experience analytics solutions to the Higher Education market. i-graduate work with over 1,400 institutions in 28 countries around the world, bringing a wealth of tools and experience to Tribal's portfolio of performance improvement solutions.
i-graduate has performed ahead of our expectations during its first year as part of Tribal. Having passed the impressive milestone of now having analysed 1.7 million sets of feedback from students around the globe, some of i-graduate's additional highlights of 2013 include:
Principal risks and uncertainties
Risk is an accepted part of doing business, and a successful risk management process balances risks and rewards, and relies on a sound judgement of their likelihood and consequences.
The Board has overall responsibility for risk management and internal control within the context of achieving our objectives. During 2013, Tribal has maintained and improved its risk management processes, doing so in the context of the structure, risk appetite, international growth and strategy of the business going forward.
The Board establishes the overall risk framework and the risk management process is embedded within Tribal by the Board's role in:
Risk is robustly managed throughout Tribal through its risk management framework, which operates as part of the ongoing performance management process. This framework has been reviewed and enhanced during the year. During 2014, we are working to further improve the quality of our risk assurance
methodology, and to enhance the benefits we derive from forward-looking key risk indicators.
We have a number of clear objectives for risk management, which this framework helps us to achieve. We seek to:
Risk management is embedded into our organisational structure.
The executive directors provide the leadership to ensure that our strategy is effectively communicated throughout the organisation. This is achieved through regular meetings of the senior executive leadership team, triennial strategic reviews, annual strategic planning reviews with individual business units, and by clear guidance within the annual budget planning process.
The senior leadership team of each division is specifically responsible for the management of risk within its respective businesses. In addition, 'risk owners' have been identified from amongst senior management, to take the lead in managing certain risks. Performance is reviewed through regular monthly meetings, enabling risks or other issues to be addressed efficiently and appropriate actions to be taken. Risks are also assessed and monitored at the regular meetings of the Board, and risk management processes are reviewed periodically by the Audit Committee.
At Group level, risk management is independently facilitated and challenged by the Group Risk Manager and the Internal Audit function, the latter having been outsourced to Baker Tilly, in order that Tribal may benefit from a wider skill set than would be available through an in-house capability. Each reports to the Group Finance Director, and independently to the Audit Committee.
We maintain a detailed risk register, which identifies the key risks faced by the Group, including their impact and likelihood, as well as the controls and procedures implemented to mitigate the risks.
Tribal operates a clear internal control framework, with suitable approval and authority limits applied throughout the business. Further details of the internal control arrangements are set out in the Audit Committee report.
The principal risks that we manage are described on the following pages. Financial risks are covered in the Financial Review and principally relate to funding, credit risk, interest rate risk and foreign exchange risk.
As part of our growing presence in the global Higher Education market, Tribal has partnered with one of the world's leading research universities, the University of British Columbia (UBC). 54,000 students from across Canada and from 140 countries worldwide attend the University, which is consistently ranked among the top 40 universities in the world.
UBC is the first North American customer for Tribal's SITS:Vision student management system. The University has opted for SITS:Vision initially to manage Student Financial Support, Graduate Student Admission and the registration and enrolment of non-credit UBC courses. All three functions are expected to be live by autumn 2014.
UBC joins Tribal's Centre of Excellence programme, an invitation-only partnership that drives engagement to share and develop best practice business process design in the use of Student Information Systems around the world. Other members of the Centre of Excellence programme include the University of Sydney and the University of Oxford.
Principal risks and uncertainties continued
| Risk priority |
Risk categories |
Examples of events and trends which may lead to manifestation of the risk |
Potential impact |
|---|---|---|---|
| 1 | Resource allocation |
• Poor operational delivery on key contracts • Investment in new software development does not produce a marketable software product • Poor selection of options when transaction timelines do not allow clear direct comparative choices • Insufficient knowledge of local market conditions during international expansion |
• Failure to meet contractual obligations and consequential financial penalties and potential loss of contracts • Reputational damage • Insufficient return on investments • Adverse impact on current and future financial performance |
| 2 | People | • Insufficient sales and business development capability • Student management systems implementation resource cannot be expanded sufficiently rapidly to support international expansion • Sustaining expatriate teams whilst growing local management capacity |
• Inability to develop and execute business plans • Poor morale, and poor key staff retention • Competitive disadvantage • Weaker control of international operations |
| 3 | Geographic distribution |
• Management capacity or capability shortcomings, or control failure, in new markets, as scale of operations grows rapidly • Resource stretch, as international growth draws on key expertise in existing markets |
• Reputational damage • Constraint on growth potential • Adverse effect on current and future financial performance and our reputation |
| 4 | Competitive positioning |
• Aggressive competitor reaction to our international expansion • Inappropriate pricing strategy in new markets |
• Constraint on growth potential • Weakening of long-term customer relationships • Adverse effect on future financial performance |
| Strategic objective impacted |
Mitigating factors | Change in residual risk since 2012 |
|---|---|---|
| • Revenue growth rates • Growth in revenues from international sources • Growth in proportion of revenues underpinned by technology • Sustainable earnings growth |
• Careful due diligence / investment appraisal before proceeding with new ventures • Strong programme of rolling review on major projects • Close attention from senior executive team, including frequent in-country presence on international programmes • Investment in additional capacity and skills |
• Increased – as success in international markets is growing, and with some uncertainties in our UK market, particularly in work-based learning |
| • Revenue growth rates • Growth in revenues from international sources • Sustainable earnings growth |
• Continued investment in sales and business development skills and resources • Investment in growth of implementation capacity, and development of innovative implementation models |
• Unchanged – while we have made further steps forward in enhancing our capacity, our growth internationally into additional new markets means that these pressures remain |
| • Revenue growth rates • Growth in revenues from international sources • Sustainable earnings growth |
• Trusted UK management initially put into senior roles in new international operations • Limit geographical spread through careful selection of new markets and new developments |
• Decreased – as success in further international markets is growing, we are building our regional capabilities |
| • Revenue growth rates • Sustainable earnings growth |
• Close monitoring of market and competitor behaviour |
• Unchanged – whilst we have not experienced significant aggressive competitor actions in new markets, the threat remains |
Principal risks and uncertainties continued
| Risk priority |
Risk categories |
Examples of events and trends which may lead to manifestation of the risk |
Potential impact |
|---|---|---|---|
| 5 | Innovation and technology |
• Failure to complete new development projects in a disciplined fashion • Incorrect assessment of market developments • Obsolescence of technology platforms within key systems • Rapid change in mobile learning technology |
• Loss of long-standing customers and erosion of customer base • Constraint on growth potential • Adverse impact on current and future financial performance |
| 6 | Reputation | • Adverse public profile in the event of a failure • Related media / political lobby attention on a contract failure • Data protection risks • Cyber risks |
• Perceived value and integrity of our solutions is undermined, weakening confidence of potential customers |
| 7 | Governance and controls |
• Lack of clarity in strategic direction • Failure to keep a tight grip on international growth • Inappropriate balance of control vs freedom to operate • Shortcomings in management information systems' ability to accommodate international growth |
• Adverse impact on current financial performance |
| 8 | Customer demands |
• Political or economic change driving rapid policy development • SALM contract cancellation • Ofsted terminates schools inspections regime • Failure to renew our contracts with Ofsted, which expire in August 2015 and which together contributed approximately £26m to our Solutions business revenue in 2013 |
• New business wins falling short of expectations • Adverse effect on future financial performance |
| 9 | Intellectual property |
• Loss of control of key intellectual property when outsourcing development work to developing economies with poor IP protection laws • Capturing human IP in software-based tools which may be copied / infringed |
• Constraint on growth potential • New or unforeseen competitive threat |
| Strategic objective impacted |
Mitigating factors | Change in residual risk since 2012 |
|---|---|---|
| • Growth in the proportion of revenues underpinned by technology • Sustainable earnings growth |
• Careful due diligence and design / evaluation of new propositions • Investment programme to identify new attractive technologies which can be brought into our existing product set • Increased resource, with skilled individuals focusing on this area • Close monitoring of technological development, and maintenance of Tribal labs innovation centre |
• Unchanged – the demands of large international projects increase pressure on our development teams, and their capacity to support UK market requirements may be reduced. However, we have increased our capacity through expansion of our UK and international software teams |
| • Growth in revenues • Sustainable earnings growth |
• Focus on effective delivery and maintenance of strong customer relationships |
• Unchanged – good progress is being made on our key contracts |
| • Sustainable earnings growth • Net debt reduction |
• Board strengthened with broader skills and experience • Development and enhancement of management information systems • Effective risk management and internal audit processes |
• Unchanged – our international growth has accelerated, and whilst we have invested further in enhanced local infrastructure and management capacity, our growth rate places some pressures on governance and control effectiveness |
| • Revenue growth rates • Growth in revenues from international sources • Growth in proportion of revenues underpinned by technology • Sustainable earnings growth |
• Strong progress achieved delivering the SALM programme, and contract now increasingly advanced • Market intelligence and close senior management relationships into key customers • Increasingly innovative culture amongst senior management • Market positioning giving us strong customer insight |
• Unchanged – economic circumstances remain challenging and can create instability in policy making by governments and those organisations which rely on government funding |
| • Revenue growth rates • Sustainable earnings growth |
• Careful due diligence and robust contractual frameworks for outsourcing partners • Establishment of robust legal protection, where available |
• Unchanged – our development work is now operating on a greater international platform, but we have established relationships with high-quality partners |
Keith Evans Chief Executive
Education is capable of making a great difference to people's life chances, and Tribal is proud to be a part of the education world. We believe in fairness, integrity, and 'doing the right thing'.
Supporting our staff, and giving something back to the communities where we work through our charitable activities, is an important part of Tribal's ethos.
Tribal's capabilities are founded on the talent and expertise of our people. We work within challenging and high profile projects, and in international as well as domestic settings. Our people meet the high expectations of our customers, and our success in building on our market leading positions in the UK, to create a growing international business, is a tribute to our people's commitment and skills.
We seek to provide our staff with the tools and flexible training opportunities to support and enable them to grow and develop to their potential, and we will be working hard to improve this support during 2014 both in the UK and in our international operations.
As Tribal continues to expand, it is important that we identify the future talent within the organisation and ensure that we have depth and breadth in our talent pool, so that we are able to support and execute current and future business strategies. In order to achieve this, it is important that we have robust approaches to both succession planning and identification of high potential employees.
Our development, retention and recruitment strategies at all levels of the business contain a strong emphasis on diversity. During 2013, we launched a new programme across the business, our 'Women in Tribal Initiative', through which we have introduced flexible working to improve efficiency and increase our recruitment pool. The Women in Tribal Initiative also established a mentoring scheme, designed to encourage and enable high potential employees to progress within the Group.
We have also continued to build on our learning and development programmes. These have recently focused on professional sales and business development programmes, alongside broadening the skills and awareness of our up and coming managers. In addition, during 2014 we will be launching a significant programme focused on tomorrow's leadership, in conjunction with a number of major business schools.
| Employee statistics | 2013 | 2012 |
|---|---|---|
| Average number of employees | 1,415 | 1,395 |
| Location of our people | ||
| UK | 1,259 | 1,346 |
| Asia Pacific | 91 | 70 |
| North America | 10 | 12 |
| Rest of the World | 4 | 4 |
| Voluntary employee turnover | 12% | 15% |
| Employee gender | ||
| – female | 686 (48%) | 751 (54%) |
| – male | 729 (52%) | 644 (46%) |
| Directors | ||
| – female | 1 | 1 |
| – male | 5 | 5 |
| Senior managers | ||
| (earning over £50,000 pa) | ||
| – female | 52 | 42 |
| – male | 137 | 160 |
| Ethnicity (white, British) | 76% | 74% |
| Workforce aged 29 or under | 25% | 26% |
| Workforce aged 45 or over | 33% | 34% |
| Average training spend per employee | £280 | £147 |
| Staff survey engagement score | 70% | n/a |
We see diversity as a source of strength and work hard to ensure that attention to diversity is built into everything we do. We strive to build a culture where the best people want to work, where people are promoted on their merits, where development opportunities are available to all and respect of all differences is both demanded and valued.
The re-launch of our staff survey in 2013 identified that our people believe Tribal is committed to equality of opportunity for all employees, with a 76% positive response and only 5% disagreeing with this statement.
Throughout 2014, we will build further on our approaches to inclusion through the development of our core management and tomorrow's leaders programmes, and expanding mentoring programmes, designed to ensure we address any real or perceived barriers to any individual reaching their full potential in Tribal.
We pride ourselves on our values:
Tribal operates in an increasing number of jurisdictions around the world, and we are proud of our reputation for acting fairly and ethically wherever we do business. We are committed to upholding the highest legal, ethical and moral standards and all our employees and business partners are expected to share this commitment. Tribal condemns bribery and corruption in all its forms and we will not tolerate it in our business or in those we do business with. Our commitment and determination in this respect is reflected in the anti-bribery and ethics policy, in which our staff have received training.
Tribal operates from a number of offices in the UK and an increasing number of locations around the world. As we grow, communication amongst our people is crucial. We use a combination of group-wide updates with specific local communications and engagement surveys, to ensure that our people have a good understanding of the direction in which we are moving as a business.
Twice a year, approximately ten per cent of our people are invited to the 'Tribal Summit', which supports engagement across all levels and disciplines in the business, on matters ranging from strategy and market developments, through to branding, employee matters and our communications strategy.
We supplement these events with continual communications through a number of channels, corporate social media and staff newsletters and have recently further developed our internal communication strategy, to ensure that we are utilising a full range of media to ensure our people have access to the relevant information at a time and format that is convenient for them.
Our employer brand continues to be an important element of what will make us a success in the future. In 2013, we secured our reaccreditation for Investors in People and will continue to expand this across the wider Group throughout 2014. We also increased our ISO accreditation 9001 (quality management systems) in sites around the Group, and we extended our 14001 (environmental management systems) and 27001:2005 (information technology) accreditation where appropriate. We shall continue to embed these quality systems throughout our working practices during 2014.
Tribal's contribution to the world of education, and its success as a business, is a reflection of the expertise, devotion and energy of our people.
We are very grateful for the continued support of our staff around the world throughout 2013, and we look forward to another year in which Tribal's people will help our customers to improve education in the UK and in many parts of the world.
Tribal believes in making a contribution beyond its activities in the education market. Our values demand that we do the right thing, and helping in the communities in which we work is an important part of our activities.
Tribal's charity, the Tribal Foundation, supports projects in the UK, Australasia and elsewhere, which reflect Tribal's expertise in education.
The Foundation is a registered charity and is supported by staff fundraising initiatives, our payroll-giving scheme and donations from Tribal's profits. A Board of trustees, the majority of whom are Tribal staff, determine the focus of the Foundation's activities and approve the projects which we support.
Since its establishment, the Foundation has contributed around £0.5m to a variety of programmes. During 2013, the Foundation raised approximately £71,000, allowing us to sustain our support for our chosen projects.
The Foundation seeks out projects which bring sustainable benefits, rather than short-term remedies. Whilst we seek out projects with a strong education theme, we complement our support of these programmes with our local giving initiative, where Tribal offices nominate a local charity to receive a donation towards a project connected to one or more of our staff.
Our fundraising takes place throughout the year., through activities organised by Tribal's team of Foundation Champions, individuals and staff groups.
Tribal is confident of the human rights performance of its own operations but recognises that business practices of its business partners may not always be transparent and represent a risk that must be managed. Every effort is made to ensure these issues are managed effectively. We support the principles defined within the United Nations Universal Declaration of Human Rights and the International Labour Organisation Core Conventions including the conventions in relation to child labour, forced labour, nondiscrimination, freedom of association and collective bargaining.
Compliance with, and respect for, these core principles are integrated within the risk assessment procedures and impact assessments which are undertaken when entering into business in a new territory, and within the due diligence processes when making an acquisition or entering a joint venture.
Tribal's corporate commitment to sustainability aims to make a positive difference to our business, the market place in which we operate, the wider community and the environment.
During 2013, we continued to work to minimise our carbon emissions, using where possible renewable/green energy in relation to our electricity supplies. We continue to rationalise and upgrade our property portfolio and have reduced our office footprint in the UK by 12%. Through the use of flexible working techniques, we are anticipating further reductions during 2014.
Our policies require consideration of sustainability in our selection of, and continued relationship with, our suppliers. Offices managed by Tribal recycle over 80% of all daily waste, and aim to send minimal amounts to landfill. We also ask our landlords to recycle waste where appropriate. We recycle surplus furniture to charities, schools or recycling units, and all printer toners are recycled. We also recycle confidential waste and use recycled paper where possible. As we move forward, we are aiming to gain independent accreditation of our environmental sustainability programmes.
We run ecologically friendly programmes, such as the Cycle to Work scheme, as part of our well established broader staff wellness programme.
We are acutely aware that as we grow internationally, our people are increasingly using air transport which is increasing our carbon emissions. We are monitoring the impact our travel has, and seeking to minimise its effects through the analysis of the travel trends and acting to reduce travel where possible (including through the use of online meeting technology). During 2013, our carbon emissions on travel alone were as follows.
| Assessment Parameters | |
|---|---|
| Base line year | FY 2013 |
| Consolidation approach | Operational control |
| Boundary summary | All entities and all facilities under operational control were included |
| Consistency with financial statements |
The only variation is that our leased properties, uder operational control, are included in scope 1 and 2 data, all scope 3 emissions are off-balance sheet emissions |
| Emission factor data source |
Defra (May 2013) |
| Assessment methodology |
The Greenhouse Gas Protocol and ISO 14064-1 (2006) |
| Intensity ratio | Emissions per £m revenue |
| Green house Gas Emission Source | 2013 (tCO2e) |
2013 (tCO2e/£m) |
|---|---|---|
| Scope 1 | 54 | 0.0004 |
| Scope 2 | 801 | 0.0064 |
| Statutory total (Scope 1 and 2) | 855 | 0.0068 |
| Scope 3 | 411 | 0.0033 |
| Total Gross emissions | 1,266 | 0.0101 |
Working as one over 130 children have been assessed for disabilities through the Access to Inclusive Education project this year.
Working with the Tribal Foundation, 107 children across the Chongwe district have been provided with rehabilitation, including ear medication, eye medication, assistive devices and multi-vitamins.
The project has been very successful to date. Over 25 boys and girls with disabilities have been newly enrolled in five project schools. These children are aged between 7 and 12 years, with disabilities including visual problems, speech difficulties and physical and learning disabilities.
The teachers that received training through the project in August are working hard in the schools and surrounding information on disability, as well as to identify further Parents have also shown overwhelming interest in enrolling their children with disabilities in school.
children assessed 130 this year
Our Board combines diverse skills and experience, to create a constructively challenging Board environment. We work hard to support the international growth of Tribal within a well balanced governance framework.
John Ormerod, Chairman
The successful delivery of our strategy is dependent upon attracting and retaining the right experience and talent, and this starts with our Board. As Tribal has evolved, so the Board has adapted its approach and focus. As a team, the Board has a varied range of expertise and backgrounds, which bring together a good balance of skills and knowledge. Diverse backgrounds bring different ways of approaching challenges, through alternative thought processes and behaviours.
Our Board has sought to blend these different attributes, to engender constructive and energetic debate, and to create a forum in which all Directors are confident that they have an equal voice. Our Board also seeks to offer a forum for executive Directors to test and develop ideas, ahead of more formal consideration of proposals for approval. Our objective is to help Tribal to meet its objectives, and to manage challenges most effectively.
Set out below is the age, committee membership and tenure of our Board. Biographical details are set out on page 124
John Ormerod (Age 65) Chairman, and Chairman of the Nominations Committee Committees: AC, NC, RC Tenure: 4 years
Steve Breach (Age 45) Group Finance Director Committees: n/a
Tenure: 4 years Katherine Innes Ker (Age 53) Non-executive Director, Senior
Independent Director and Chairman of the Remuneration Committee Committees: AC, NC, RC Tenure: 5 years
Key: AC – Audit Committee / NC – Nominations Committee / RC – Remuneration Committee
Our Chairman is responsible for the leadership of the Board and creating the conditions for overall Board and individual director effectiveness, both inside and outside the boardroom.
Our Chief Executive is responsible for the leadership and day-to-day running of the Group's business, to ensure the delivery of the strategy agreed by the Board.
Keith Evans (Age 55) Chief Executive Committees: n/a Tenure: 3 years
Simon Ball (Age 53) Non-executive Director and Chairman of the Audit Committee Committees: AC, NC, RC Tenure: 4 years
Robin Crewe (Age 53) Non-Executive Director Committees: NC, RC Tenure: 2 years
Our Senior Independent Director acts as a sounding board for the Chairman, and as an intermediary for other Directors, and with shareholders where needed.
| Our Board | The Board exercises full and effective control over the Group. The Board maintains a formal schedule of matters reserved for the Board's decision, and its responsibilities include strategy and management of performance, acquisitions, capital expenditure and safeguarding the Group's assets. The actual results of the Group and a summary of operating unit performance are reported to all members of the Board. Executive members of the Board meet formally with division management on a frequent basis, to review business performance and to discuss operational and strategic issues. Key points from these meetings are discussed at Group Board meetings. |
||||
|---|---|---|---|---|---|
| Committee oversight |
The Board has established three Committees to deal with matters in accordance with written terms of reference. They are an Audit Committee, a Nomination Committee and a Remuneration Committee. The Chairmen of the Board committees will be available to answer questions at the 2014 AGM. Terms of reference for the Audit, Nomination and Remuneration Committees can be found on the Group's website, |
||||
| where appropriate. | www.tribalgroup.com, are available on request from the Company Secretary and will be available for inspection at the forthcoming AGM. It is the general practice of each committee to invite all Directors to attend committee meetings, |
||||
| Audit Committee | Nominations Committee | Remuneration Committee | |||
| Oversees the Group's financial reporting, internal controls and their effectiveness and risk management processes. It also oversees the external audit process. |
Deals with appointments to the Board, monitors potential conflicts of interest and reviews the independence of the non-executive Directors. |
Sets the remuneration of the Directors, including basic salary, bonuses and other incentivisation payments and awards. It also ratifies policy proposals in respect of the remuneration of senior executives within the Group. |
|||
| Management | Executive Board | ||||
| The Executive Board is led by the Chief Executive, and oversees the operational and financial performance of the Group. It is responsible for making day-to-day management decisions in line with the Group's strategy. The Executive Board also considers succession planning and talent management. |
|||||
| During 2013, the Executive Board comprised the Chief Executive, the Group Finance Director, and Managing Directors of each of the business units in the Group. With effect from 1 November 2013, the Executive Board was supplemented with a further senior executive appointment, to support the Group's increasing international growth plans. |
|||||
| their roles. | The Executive Board typically meets monthly, but the members interact very frequently in the normal course of | ||||
| Management | Health and Safety committee | Anti-bribery committee | Information Security Group | ||
| committees | The committee comprises Tribal employees from across our business, and a consultant from our external Health and Safety advisors. It meets quarterly, and reports directly to the CEO. It has delegated authority from the Board to ensure compliance by business units and employees with all aspects of Health and Safety legislation, and for implementing best practice in this area, both in the UK and overseas. |
The committee ensures the compliance of the Group and its employees with the terms of the Bribery Act, particularly as the business encounters different market conditions as we expand into new territories. It is chaired by our General Legal Counsel and includes the CEO and the managing Directors of our various business streams. Its remit is to implement procedures to be followed by all staff, and associated organisations in their dealings with customers and third parties throughout the world, and to ensure that appropriate training has been |
The information security group is comprised of senior managers from across the Group. It is responsible for establishing information security policies and procedures across the Group, and ensuring compliance with those policies. The group ensures that Tribal remains compliant with current and future legislation relevant to information security, reviews security risks including particularly those identified by the site-by-site based security forums (ISO27001), and the response of the business to managing those risks. |
undertaken throughout the business.
Corporate Governance continued
This report explains the Group's governance structure, setting out how the principles of the Code (which is available on the website of the Financial Reporting Council) have been applied during 2013. A full description of the matters reserved for the Board, together with other documents relating to the Group's governance, is available on our website.
Alongside the matters formally reserved for Board consideration, the key areas of focus for the Board during 2013 were as follows:
Monitoring the key strategic risks affecting the business, and the sufficiency of mitigating controls and actions to address those risks
Reviewing, challenging and in due course approving the budget for the year ending 31 December 2014
Considering the capital structure of the Group, and agreeing a programme to maintain a suitable capital structure for the business, together with approving the renewal of our bank facilities which completed in early 2014
Consideration of the commercial and operational aspects of major contracts, particularly in relation to the New South Wales SALM contract and new business opportunities as they arose
Considering and approving the acquisition of i-graduate, and considering the acquisition of Sky Software, which completed in early 2014
Reviewing the Group's sales and business development structures and capacity, along with development plans for these areas of our business over the year
Reviewing the Group's pension obligations, and the approach to managing those obligations going forward
Ensuring our talent management and succession planning keeps pace with the development of the business, particularly our international growth
Considering the results of our staff survey and plans to address issues identified
Reviewing the management of our Health and Safety obligations towards our staff
Reviewing our corporate responsibility and sustainability activities
Continuing to evaluate the Board's performance, and to seek ways to improve its performance
Going forward into 2014, it is anticipated that areas for Board focus will include consideration of the next stage of our strategy plan beyond 2014, and planning our response to the forthcoming retendering of the Ofsted inspection contracts.
The Board is committed to high standards of corporate governance, integrity and business ethics across Tribal, and we support the principles of the UK Corporate Governance Code (the Code). We are pleased to report that throughout 2013, the Group has complied with main principles and the supporting principles of the Code.
We seek to ensure that the composition of the Board is balanced, with executive and non-executive Directors bringing a range of skills and experience to the Board, including building large and mid-cap public company businesses, hands-on financial and operational experience, and strategy development and implementation. Biographies of the Directors are set out on page 124, and details of Board attendance are set out on page 48.
| Gender balance (number of female Board members) |
Expertise in software and related information system technologies |
Experience of working directly in service delivery |
Experience of working directly in international markets |
Expertise in financial management and reporting |
Expertise in investment and financial markets |
|---|---|---|---|---|---|
| 1 of 6 | 2 of 6 | 4 of 6 | 3 of 6 | 4 of 6 | 4 of 6 |
All Directors are appointed by the Board as a whole following recommendations from the Nomination Committee. The non-executive Directors and the Chairman were initially appointed for a three-year term, subject to re-election by shareholders at each Annual General Meeting. None of the executive Directors has a service contract with a notice period greater than 12 months. Details of all payments to Directors are included in the Remuneration Report on pages 56 to 69, and the terms and conditions of all Directors are available for inspection on request from the Company Secretary and will be available for inspection at the forthcoming AGM.
The Chairman, John Ormerod, has other significant time commitments. Overall, these have not changed materially during the year and they do not affect his ability to devote sufficient time to the Group's activities.
The Companies Act imposes a statutory duty on Directors to avoid conflicts of interest with the Company. The Company's Articles of Association, adopted in May 2010, allow the Directors to authorise conflicts of interest, and the Board has adopted a policy and effective procedures for managing and, where appropriate, approving conflicts or potential conflicts of interest. This is a recurring agenda item at all Board meetings and gives each director the opportunity to raise any conflict of interest they may have, or to update the Board on any change to a previous conflict of interest already lodged. A register of conflicts is held by the Company Secretary and referred to when decisions are made. All Directors are aware that it is their responsibility to raise and update any conflicts of interest they may have.
The Board considers the independence of the non-executive Directors at least annually, along with their length of service, character, commitment and performance in their roles with Tribal. The Board believes that the non-executive Directors are independent as defined by the Code. The Chairman was considered independent on appointment, and the Senior Independent Director is Katherine Innes Ker.
The non-executive Directors meet at least once a year without the executive Directors present.
The Committee deals with appointments to the Board, monitors potential conflicts of interest, and reviews annually the independence of the non-executive Directors. The Committee is responsible for proposing candidates for appointment to the Board, having regard to the balance and structure of the Board. Suitable candidates for non-executive roles are, where appropriate, identified with the assistance of external recruitment consultancies.
Each director is required to submit himself/herself for re-election annually at the AGM. All Directors were re-elected at the 2013 AGM on 17 May 2013.
As announced on 26 February 2014, Simon Ball will not be offering himself for re-election at the AGM. During the latter part of 2013, a process consistent with our established approach has been undertaken to identify a suitable candidate to undertake Simon Ball's role, both as a non-executive director and as chair of the Audit Committee. As previously announced, David Egan will be taking over the chair of the Audit Committee with effect from 16 May 2014.
An evaluation of the Board's effectiveness, and the effectiveness of its committees, was conducted in the second half of 2013.
The overall review was conducted using retained legal counsel, and therefore did not constitute an external Board effectiveness review. The review was focused on a number of areas, including those concerned with best practice based on the principles of good governance. The evaluation was conducted through a series of one-to-one interviews, the results of which were reported to the Board in December 2013. Interviews focused on:
The performance of each individual director was also assessed. The Group Finance Director was assessed by the Chief Executive, and the Chief Executive was assessed by the Chairman. The executive and non-executive Directors, led by the Senior Independent Director, assessed the performance of the Chairman. The non-executive Directors' performance was reviewed by the Chairman, taking into account the views of the other Directors. The approach taken in respect of the Audit Committee is set out in the Audit Committee report.
The Board concluded that the Board and its committees continue to operate effectively but that certain areas of its effectiveness could be improved. The key elements for improvement are set out below, together with key actions to address these during 2014.
| Area for improvement | Action arising | |
|---|---|---|
| Board calendar and agenda | ||
| 1 | Consideration should be given to creating more time for the Board to review and discuss medium and long-term strategic issues, and enhance the Board's direct exposure to operational activities across the business. |
The Board intends to have fewer, albeit longer, meetings during 2014, and an increasing portion of Board meetings will be held at Tribal's operating business sites. |
| Board composition | ||
| 2 | The Board should review the composition of the Board in terms of skills and experience as the next stage of the Group's strategy develops. |
The Board will review both its composition, skills and experience, and the management information it receives, to ensure they continue to be closely aligned with the execution of the strategic plan. |
Board and Committee meeting attendance is set out in the following table.
| Audit | Nominations | Remuneration | ||
|---|---|---|---|---|
| Board | committee | committee | committee | |
| Number of meetings in period | 14 | 4 | 2 | 6 |
| Number of meetings attended by members: | ||||
| John Ormerod | 14 | 4 | 2 | 6 |
| Keith Evans | 14 | – | – | – |
| Steve Breach | 14 | – | – | – |
| Simon Ball | 13 | 4 | 1 | 5 |
| Katherine Innes Ker | 13 | 3 | 2 | 6 |
| Robin Crewe | 14 | – | – | 4 |
The Chief Executive and Group Finance Director are the Group's principal spokesmen with investors, analysts, fund managers, the press and other interested parties. Access is available to the Chairman and/or the senior independent director and other non-executive Directors, if this is required.
The Chairman has met with a number of the principal shareholders in the period under review. The full Board is kept informed about shareholder relations and in particular the Senior Independent Director is kept informed of the views of major shareholders. This is achieved by a combination of reports to the Board on meetings held and feedback to the Board from the Group's advisers.
The Group holds briefing meetings with analysts and institutional shareholders, usually following the half year and final results announcements, to ensure that the investment community receives a balanced and complete view of the Group's performance and the issues faced by the business. The Group provides financial statements to all shareholders twice a year, when its half year and full year results are announced, and provides interim management statements as required. These results and all other Stock Exchange announcement information are available on the Group's website www. tribalgroup.com. The AGM is attended by all Directors and private investors are encouraged to participate in the meeting.
The Board has taken care to ensure that the Group's Annual Report is fair, balanced and understandable. The Audit Committee has undertaken a careful review of the key events and trends during the year ended 31 December 2013, and has examined the way in which those matters have been presented in the Annual Report. The Audit Committee has reported its findings to the Board.
Each of the Directors considers that the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Group's performance, business model and strategy.
The Group's business activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report, incorporating the Chief Executive's Report and Financial Review. The risks that the business faces in the coming year, changes in those risks during 2013 and the mitigants which address these risks, are set out on pages 34 to 39. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in further detail the Financial Review on pages 24 to 33.
The Board has reviewed carefully the Group's budget for 2014, and its forecasts and projections beyond 2014. These financial forecasts and projections allow for reasonably possible changes in trading performance, and show that the Group will have adequate headroom against its committed borrowing facilities and financial covenants across the forecast period.
The Group's software products benefit from a significant installed customer base, while its solutions activities are underpinned by a portfolio of long-term contracts. Collectively, the Group has a range of customers across different geographic areas, high levels of committed income and a strong pipeline of new opportunities. The Group's forecasts and projections, which allow for reasonably possible changes in trading performance, show that the Group will be cash generative across the forecast period. As a consequence, the Directors believe that the Group is well placed to manage its business risks successfully.
The Group's borrowing facilities were renewed in January 2014, and are now committed until June 2018. The solvency and liquidity risks that the Group faces are described on page 32 of the Financial Review.
Based on a careful consideration of the Group's budget and forecasts, and taking into account the risks faced by the business, the Directors believe that the Group is well placed to manage its business risks. The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis in preparing the annual report and accounts.
Tribal's international growth has continued to accelerate during 2013. The pace of change is significant, and maintaining close control over the business during a period of change inevitably presents challenges.
The Board has maintained its focus on upholding high standards of internal control and risk management throughout the business, supported by the work of the Audit Committee. In turn, the Audit Committee has worked closely with the Group's external and internal auditors, and its risk management function, to secure assurance that effective policies and procedures are maintained.
Simon Ball Chairman of the Audit Committee
The Audit Committee is appointed by the Board from the non-executive Directors of the Company. Its terms of reference are set out on our website. The Committee is chaired by Simon Ball. Katherine Innes Ker and John Ormerod are also members. The Group Finance Director attends all meetings at the invitation of the Committee. The Chief Executive, the Group Risk Manager, the lead internal auditor and the external auditor also attend by invitation. The Committee met four times during 2013.
The audit committee met four times during the year ended 31 December 2013. The key areas of business covered at each of those meetings were as follows.
| Meeting date | Main activities |
|---|---|
| Quarter 1 2013 | Reviewed the December 2012 annual report and financial statements, including receiving detailed reports from the external auditors and management on the key accounting judgements which had been made in the preparation of the financial statements |
| Reviewed the effectiveness of the group's internal controls and approach to risk management, including a review of the Group's whistle-blowing policy, anti-bribery controls, and controls and risk management in the Group's international businesses |
|
| Reviewed internal audit reports, including those relating to key contract delivery controls and anti-bribery and anti-corruption policies and controls |
|
| Reviewed risk assurance status reports | |
| Quarter 2 2013 | Reviewed the basis on which the May 2013 interim management statement was prepared |
| Finalised and agreed a work programme for the Audit Committee for 2013 | |
| Approved the internal audit programme for 2013 | |
| Considered the results of internal audit projects focused on areas of Tribal's tax compliance | |
| Considered business continuity planning in the Group | |
| Reviewed and considered the roadmap for development of the finance department | |
| Reviewed risk assurance status reports |
| Meeting date | Main activities |
|---|---|
| Quarter 3 2013 | Reviewed the 2013 half year results, including receiving detailed reports from the external auditors and management on the key accounting judgements which had been made in the preparation of the half year financial statements |
| Reviewed enhanced investment appraisal procedures | |
| Considered plans for the upgrades to the Group's accounting systems | |
| Considered internal audit reports including work on billing accuracy and completeness | |
| Reviewed risk assurance status reports | |
| Quarter 4 2013 | Reviewed the basis on which the November 2013 interim management statement was prepared |
| Considered the external audit plan for the audit of the 2013 full year financial statements | |
| Commenced the review of the audit committee's effectiveness, a process which will conclude in early 2014 | |
| Reviewed and agreed the scope of the audit work to be undertaken by the external auditor, and agreed the fees to be paid for this work and the half year review |
|
| Considered internal audit reports including work on data protection policies and controls within the Group | |
| Reviewed risk assurance status reports |
As part of the Audit Committee's review of the full year and half year financial statements, and in its consideration of the basis on which interim management statements had been prepared, careful consideration was given to the following key areas of accounting judgement:
The Group's revenue recognition policies for important contracts, and in particular the accounting methodology to be applied to the SALM contract – careful consideration was given to the extent to which value is being transferred to the New South Wales Department of Education and Communities over time in relation to software supplies, implementation support and software maintenance activity, the stage of completion of the elements of the contract, the anticipated total contract value of each of these key elements of the contract and the recoverability of accrued income relating to ongoing work on the SALM programme.
The accounting methodology being applied in relation to software development costs associated with Tribal's development of new functionality for its existing software product portfolio and the creation of new complementary applications, and the assessment of impairment risk on the carrying values arising - careful consideration was given to the risk-assessed prospective revenues which will be generated from the software being created, and the cost of completing the development programme in each case.
The recoverability of accrued income, particularly in relation to longer term projects where payments are dependent on the successful achievement of key contracted milestones - in particular, Tribal's implementation of management systems for universities typically operate over a long period, and contain milestones which require the collaboration of Tribal and its customer to successfully meet objectives. The prospective achievement of these milestones, and the ultimate successful implementation of a properly performing management system, are key influences on the recoverability of accrued income at any point in time.
Goodwill carrying values and impairment risk, and the accounting treatment applied in the acquisition of i-graduate in January 2013 consideration was focused on the prospects for the Systems and Solutions businesses, with particular focus on the Solutions business in which the headroom for the current carrying value of goodwill is somewhat less than that for the Systems business, and where recent financial performance in the Solutions business has not been as strong as that seen in the Systems business.
Audit Committee continued
The Board is committed to protecting Tribal's reputation and assets, and safeguarding the interests of our shareholders. The Group operates a system of internal control, focused on maintaining a control-conscious culture across the Group while allowing each division sufficient autonomy to manage and develop the business.
| Board of Directors | ||||
|---|---|---|---|---|
| Maintains overall responsibility for the Group's system of internal controls and reviews the effectiveness of the internal control framework annually |
||||
| Board | Audit Committee | |||
| Sets risk appetite, approves relevant policies and delegates responsibilities |
Receives reports from specialists and reviews the effectiveness of internal controls over financial reporting and risk management processes |
|||
| Also reviews the effectiveness of the external audit process, including the external auditors' performance and management's interaction with them, adopting guidance from the ICAEW as good practice in this review process |
||||
| Top down establishment of the control environment | ||||
| Bottom up assessment by process owners, and regular monitoring and actions | ||||
| Risk management | External audit | |||
| Designs and implements risk management policies, working with the Board, and reviews and assesses risk information and risk processes throughout the business |
Develops and executes an audit plan based on a careful risk assessment |
|||
| Internal audit | Ethics and compliance management |
In establishing and reviewing the system of internal control, the Directors have regard to the materiality of relevant risks, the risk appetite of the Group, the likelihood of a loss being incurred and the costs of control.
The Directors undertake a periodic review of the effectiveness of the Group's system of internal controls, and in turn this evaluation of the effectiveness of the internal controls is reviewed by the Audit Committee. The Group's assessment includes a review of the major financial and non-financial risks to the business and the corresponding internal controls, and consideration of assurance evidence available from work undertaken by management, and that through internal and external audit activity. The output is regularly reviewed by the executive Directors, to enhance further the internal control and risk management culture of the Group throughout its subsidiaries. It should be noted that the system of internal controls is designed to manage, rather than eliminate, the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss.
The Board has overall responsibility for making strategic decisions and there is a written schedule of matters reserved for the Board. An organisational structure is in place within which the business can be planned, controlled and monitored. A flat reporting structure is maintained across the Group, with clearly defined responsibilities for operational and financial management. This structure includes appropriate written delegation of authority, physical controls and procedures such as authorisation limits and segregation of duties. Access controls exist where processes have been automated to ensure the security of data.
Divisional management regularly reviews their responsibilities and compliance with the Group's policies and procedures. Formal letters of assurance are required periodically from executive management, at divisional and Board level, confirming compliance with controls and policies in the business and explaining exceptions where they occur. The Group's senior executives, including the executive Directors, meet regularly to discuss day-to-day operational matters.
The executive Directors review risk management action plans on a regular basis, to ensure that the Board's plans for improvement are being implemented and that the outputs of strategic risk assessments remain relevant to the Group. The action plans and their ongoing review form a process for identifying, evaluating and managing risks faced by the Group. Further explanation of our risk management framework is set out on pages 34 to 35. The effectiveness of the risk management function is reviewed annually by the Audit Committee.
The Group has an internal audit function, outsourced to Baker Tilly (formerly RSM Tenon), which reports jointly to the Chairman of the Audit Committee and the Group Finance Director. The Board, acting through the Audit Committee, has directed the work of the Internal Audit Department towards those areas of the business that are considered to be of higher risk. The Audit Committee approves a rolling audit programme, ensuring that significant areas of the business are independently reviewed over a suitable period. The programme and the findings of the reviews are continually assessed, to ensure that they take account of the latest information and in particular the results of the annual review of internal control and any shifts in the focus areas of the various businesses. The effectiveness of the internal audit function is reviewed annually by the Audit Committee.
A three-year strategic plan is prepared or updated annually and reviewed by the Board. A detailed budgetary process is completed annually and is subject to the approval of the Board. Accurate and reliable information is vital to good decision-making and control. Performance is monitored through a detailed financial and management reporting system, by which monthly results are compared to budgets, the previous year and the agreed targets, and reforecasts are prepared regularly. The results and explanations for variances are regularly and routinely reported to the Board, and appropriate action is taken where variances arise.
The finance function is responsible for ensuring the appropriate maintenance of financial records and processes that ensure that financial information is relevant, reliable, in accordance with the applicable laws and regulations, and distributed both internally and externally in a timely manner. All financial information published by the Group is subject to review by the Audit Committee.
Procedures exist and authority levels are documented to ensure that capital expenditure is properly assessed and authorised. Major investment projects are subject to approval by the Board, and Board input and approval is sought for all merger and acquisition proposals.
The Board has established and reviews regularly key treasury policies over matters such as borrowing arrangements and foreign exchange exposure management. All cash payments and receipts are managed by the central finance function. Management of liquidity and borrowing facilities for capital expenditure and working capital needs is undertaken by the Group Finance Director, with regular reporting to the Board.
Rigorous recruitment procedures are in place to ensure that new employees are of a suitable calibre. Management regularly monitors training requirements and ongoing appraisal procedures are in place, to ensure that required standards are maintained.
The Group has a comprehensive business ethics policy; should an employee be found in breach of the policy, appropriate disciplinary actions are applied. Part of this policy is the Company's whistleblowing procedure, where concerns of wrong-doing can be reported.
The external auditor meets privately with the Audit Committee, before key meetings of the Committee without executive management being present. The issue of auditor independence is taken very seriously. To fulfil its responsibility regarding the independence of the external auditor, the Audit Committee reviewed:
The Committee has considered the likelihood of a withdrawal of the auditor from the market and noted that there are no contractual obligations to restrict the choice of external auditor. The Audit Committee is also monitoring guidance regarding mandatory tendering of the external audit appointment applicable to FTSE 350 companies and EU proposals regarding mandatory firm rotation which will apply to public interest entities. We will continue to consider the implications for the appointment of the external auditors going forward.
To assess the effectiveness of the external auditor's independence and objectivity, the Audit Committee reviewed:
Following the above, the Audit Committee has recommended to the Board that Deloitte LLP is reappointed.
The Audit Committee has adopted a policy for approving the award of non-audit work to the external auditor, so as to ensure that the auditor's independence is not jeopardised. In applying this policy, the Audit Committee is aware of the views of certain shareholder representative groups that non-audit fees should not exceed the audit fee.
The Committee regularly monitors the other services being provided to the Group by its external auditor, and has established a formal policy to ensure that this does not impair their independence or objectivity. The policy is based on the five key principles which underpin the provision of other services by the external auditor. These are that the auditor may not provide a service which:
The Committee pre-approves the categories of other services that may be performed by the external auditor, with value up to £50,000 which may be approved by the Group Finance Director. Services above this amount must be approved by the Audit Committee. The policy also sets out the categories of work that the external auditor may not perform. The auditor is eligible for selection to provide nonaudit services only to the extent that their skills and experience make them a competitive and most appropriate supplier of these services.
During 2013, non-audit fees payable to the external auditors were £25,000, representing 13% of the audit fee for the period. Of this, £22,000 was in respect of their review of the Half Year results.
Simon Ball Chair, Audit Committee
Tribal has made good progress during 2013. The business has maintained its market leadership position in the UK, whilst taking advantage of opportunities to expand into international markets where appropriate. This has resulted in strong performance, and Tribal's market capitalisation has increased materially since the start of 2011.
The Group's remuneration policy is weighted towards performance-related pay, and incentivises superior financial performance. The executive Directors and senior management have benefitted from, and shared in, the shareholder value that has been created. The Remuneration Committee has recommended a number of changes to reflect the change in size and scope of the business, the performance of the executive team and, most importantly, to align reward potential with the post 2014 strategy which is being developed.
Set out below is the first Directors' Remuneration Report under the new reporting guidelines. We believe that the change in structure and presentation will provide further insight into the work which the Remuneration Committee undertakes and the reasons for the decisions it has made this year.
The Committee's objective is to set a remuneration policy which provides an overall package which is able to attract, retain and motivate high-quality executives to achieve the Group's business objectives and reward them for enhancing shareholder value. To do this we regularly review the individual components and the policy as a whole, to ensure it remains fit for purpose and is appropriately aligned with the Group's strategy.
The remuneration policy is weighted towards performance pay and there is a clear link between value created for shareholders and reward for executives.
As described in the Chairman's Statement and the Financial Review, 2013 has been one of significant progress towards our three-year strategic plan. In the year, adjusted revenue increased by 11%, adjusted operating profit by 14%, adjusted earnings per share by 15% and net debt was reduced from £9.9m to £4.6m. Applying the performance criteria, the Committee has awarded an annual bonus of 92% and 95% to the Chief Executive and Group Finance Director, respectively. Additionally, a double LTIP award was made in 2011 to reflect the fact that no award had been made in 2010. Based on cumulative adjusted earnings per share over the three years ended 31 December 2013, 48.6% of these awards will vest. Accordingly, 495,137 shares will be issued to each of Keith Evans and Steve Breach on 20 June 2014, together with a further 20,796 shares for each executive director in relation to dividends deemed to have been paid and reinvested in Tribal shares during the vesting period.
The Group has made good progress towards its strategic aspirations. The Committee considers that the remuneration policy, which is weighted towards performance-related pay and incentivises superior performance, has contributed towards the strong financial performance of the Group and the shareholder value created. The Committee has determined that a number of policy changes are required to reflect the change in size and scope of the business, to ensure continuing alignment with the post-2014 corporate strategy which is being developed, and to incentivise the executive Directors to continue to produce an exceptional performance, evident in the enhancement of shareholder value which has increased by 264% since the start of 2011 to 31 December 2013.
As a result of the Committee's review, and following consultation with our principal shareholders, it has proposed to make some changes which are outlined below and discussed in more detail in report:
The Committee believes that this policy, which it is intended will apply retrospectively from 1 January 2014 subject to shareholder approval at the AGM in May 2014, provides a strong alignment between remuneration paid to executives and the business strategy and the continued creation of enhanced shareholder value, whilst also ensuring remuneration remains competitive against market benchmarks.
The following section contains details of the remuneration policy which will take effect from date of the AGM and apply for the following three years.
The Remuneration report has been prepared in accordance with the Companies Act 2006 (the Act). The report also meets the relevant requirements of the Listing Rules of the Financial Conduct Authority and describes how the Board has applied the principles relating to Directors' remuneration in the UK Corporate Governance Code ("Code").
The Remuneration Policy set out on pages 57 to 62, will be put to a shareholder vote at the AGM and will become immediately binding. The Annual Remuneration Report set out on pages 63 to 66, will be put to an advisory shareholder vote at the AGM.
The Act requires the auditor to report, to the Company's members on certain parts of the Directors' Remuneration report and to state whether in their opinion those parts of the report have been properly prepared in accordance with the Act. The sections of the report which have been subject to audit have been highlighted.
The key objective of the Group's policy for executive Directors' remuneration is that the overall package should be structured so that it is able to attract, retain and motivate high calibre individuals to implement the Group's strategy and reward them for exceptional performance.
The package consists of basic salary, benefits, long-term share incentives, performance-related bonus and pension contributions. In line with the Group's strategy, a significant proportion of the package is based on performance and is dependent upon the achievement of stretching performance targets.
The Group has a range of share incentive plans in place, to provide the necessary mechanisms for employees and executive Directors to participate in the long-term success of the Group, and to align interests with those of shareholders. When considering the remuneration policy for executive Directors, the Committee considers pay and employment conditions existing elsewhere in the Group.
The Committee is cognisant of the need for the remuneration policy to operate within an effective risk management system. The Committee reviews the various elements of remuneration on an annual basis, to ensure that they do not encourage any undue risktaking by executive Directors or senior management. When setting performance targets for variable components of remuneration, the Committee remains mindful of environmental, social and governance ("ESG") issues. The Committee does not believe that the current remuneration structure will encourage dysfunctional behaviours or would reward despite a negative ESG event.
The table below shows how the remuneration policy is linked to overall Group strategy. This policy should be read in conjunction with the recruitment and promotions policy and the "Implementation of Remuneration Policy for 2014" section of the Annual Report on Remuneration on page 63.
| Element of Pay | Purpose and link to Strategy | Operation including maximum | Performance Criteria |
|---|---|---|---|
| Salary | To attract and retain high quality individuals with the appropriate skills, experience, and knowledge, while also recognising their on going performance. |
Salaries are reviewed annually or when an individual changes position or responsibility. Salaries for the current year are set out on page 63. Any salary increases are not expected to be above those of the general workforce, except if there has been a substantial change to the size and complexity of the role or a change in responsibilities. The Committee will also consider the skills and experience of the individual and their on-going performance, when deciding upon any changes to basic salary. |
Assessment of personal and corporate performance. |
| Benefits | To provide a range of cost effective benefits which are typical with market practice. |
The main benefits provided will include a car allowance, permanent health cover, private medical insurance and a death in service benefit of four times salary. The Committee may wish to introduce other benefit provisions, which are offered to the wider workforce from time to time. The value of benefit provision may vary year on year, determined by the cost of providing the benefit. |
None. |
| Pension | To provide cost-effective long term retirement benefits which are aligned with market practice. |
Contributions of 15% of salary are paid to executive Directors. An equivalent cash supplement may be paid to an individual if the annual or lifetime allowance has been met or exceeded. |
None. |
| Element of Pay | Purpose and link to Strategy | Operation including maximum | Performance Criteria |
|---|---|---|---|
| Annual Bonus | To incentivise and reward for the achievement of in-year objectives, which are linked to the Group's KPIs. |
An annual cash bonus is payable up to a maximum of 125% of salary for the Chief Executive, and 100% of salary for the Group Finance Director, subject to the achievement of performance targets. No more than 60% of the maximum bonus would pay out for on-target levels of performance. The payout for threshold levels of performance will vary depending on the measure used. In all cases, bonus payments are subject to the overriding discretion of the Remuneration Committee. |
Targets are set to provide a suitably challenging initial target, with an incrementally stretching range above the threshold figure. The Committee reviews the performance measures and targets annually. The balance of performance measures will be weighted in favour of financial metrics such as operating profit, with a minority measured against non financial performance objectives aligned to Group KPIs. |
| Long Term Incentives |
To incentivise and reward for the achievement of long-term performance, which is aligned to the generation of shareholder value. |
An annual grant of nil-cost options, which vest after three years subject to continued service and the achievement of performance conditions. The plan limit for an award in any year is 200% of base salary. Subject to shareholder approval at the AGM, the normal policy will be to grant 150% of base salary to the Chief Executive, and 125% to the Group Finance Director. Dividends which accrue on vested awards may be paid as cash, or treated as reinvested and paid in shares. |
The Committee reviews the performance measures and targets annually. It is the Committee's intention to continue using an EPS growth target for future awards, but retains the discretion to replace this measure or supplement it with additional performance conditions if appropriate. The Committee would consult with shareholders, before the introduction of any new performance metrics. No more than 25% of the award would pay out for threshold levels of performance. Targets for the year ending 31 December 2014 are provided in the Annual Report on Remuneration. |
| Shareholding requirement |
To align interests with long-term shareholder value. |
Executive Directors are required to hold shares to the value of their base salary within no more than five years of appointment. |
None. |
| All employee plans |
To encourage broad-based employee shareholding in the Group. |
The Share Incentive Plan (SIP) currently provides all employees with the opportunity to acquire shares in a tax-efficient manner up to £125 per month (£150 per month from April 2014). |
None. |
| Element of Pay | Purpose and link to Strategy | Operation including maximum | Performance Criteria |
|---|---|---|---|
| Non-Executive Fees |
To attract and retain non executive Directors with the required skills and experience. |
Periodically reviewed, with the Chairman's fee set by the Committee and the non-executive Directors' fee set by the wider Board. Fees are set based on the expected time commitments and responsibilities of each role. Any increases in fees may be greater than those awarded to the wider workforce in any particular year, due to the periodic nature of the review. |
None. |
| Neither the Chairman nor the non-executive Directors participate in any bonus scheme, share incentive scheme, pension scheme or receive any other benefits. |
The Committee operates the annual bonus plan and long-term incentive plans according to their respective rules, the Listing Rules and HMRC rules where relevant. To facilate efficient operation and administration, the Committee retains a number of discretions, in line with standard practice, which include:
The Committee also retains the discretion to make any necessary adjustments to existing performance measures and targets if an event occurs (e.g. a major acquisition or disposal) which causes it to believe the conditions as they stand no longer fulfil the original intended purpose, and the change would not be materially less difficult to satisfy.
Existing long-term incentive awards made to Executive Directors are described on page 67. The Committee intends for these awards to vest on their original terms, subject to the relevant performance conditions and service requirements being met.
Annual bonus targets will include financial measures which reflect the performance of the business and are directly linked to the Group's KPIs, and other measures based on individual non-financial strategic objectives. The balance between financial measures and nonfinancial strategic measures will be determined based on the priorities for that year.
Long-term incentive performance measures are chosen to be aligned to long-term shareholder value creation, whether that is through the use of financial measures such as earnings per share as used currently, or external relative measures.
Targets for financial measures are set using internal forecasts, to set challenging targets on a sliding scale. Only a small percentage of the incentive reward would be earned for threshold performance, with full reward requiring stretching outperformance.
It is Group policy to set notice periods for executive Directors of no more than 12 months. Copies of each director's service agreement will be available for inspection at the AGM. Both Executives' service contracts provide the Committee with the discretion to make a payment in lieu of notice, restricted to base salary only. This would be paid in monthly instalments or in a lump sum and would be subject to mitigation. Under certain conditions, outlined in the agreement, the Executive Directors' employment may be terminated with immediate effect, without notice or payment in lieu of notice. There are no enhanced provisions on a change of control.
Details of service agreements and notice periods are as follows:
| Director | Effective date of contract | Expiry/ retirement date | Notice period for both parties |
|---|---|---|---|
| Keith Evans | 26.10.09 | Ongoing | 12 |
| Steve Breach | 01.01.10 | Ongoing | 12 |
In the event of recruitment of a new executive director, a new contract would be based on terms consistent with these provisions.
The Committee aims to deal fairly with cases of termination, while attempting to limit compensation. As stated above the Executives' service contracts provide the Committee with the discretion to make a payment in lieu of notice limited to base salary. However, the Committee will retain the discretion to pay an annual bonus on a departure in certain circumstances but this would only be included under termination provisions to the extent they are pro-rated for time and performance prior to notice being served. No annual bonus would be payable for any period of notice not worked. The Committee will make payment for any statutory entitlements or to settle compromise claims that may arise following termination of employment.
The rules of the long-term incentive plan set out the treatment if a participant leaves employment prior to awards vesting. If the participant resigns, then awards would normally lapse on cessation of employment. If the participant is considered a good leaver (through death, retirement with the agreement of the employer, injury or disability, redundancy, employment being transferred outside the Group, or any other reason the Committee decides) then awards would normally vest on the normal vesting date (unless the Committee decides it should vest on cessation of employment) subject to the extent the performance conditions have been achieved and scaled back pro-rata for the proportion of the service period completed (albeit that the Committee has discretion to disapply time pro-rating). In the event of a change of control, an award may vest early subject to the extent the performance conditions have been achieved and scaled back prorata for service, although the Committee has the discretion to disapply time pro-rating.
The terms for all non-executive Directors, including the Chairman, are set out in letters of appointment.
Under the terms of their appointment, the non-executive Directors have agreed to commit not less than 25 days per annum to their roles. If they are required to commit in excess of 25 days per annum, they may be entitled to an additional fee at a suitable pro-rata rate per day.
Under the terms of his appointment, John Ormerod has agreed to commit not less than 50 days per annum to this role. If he is required to commit in excess of 50 days per annum, he may be entitled to an additional fee at a suitable pro rata rate per day. John Ormerod has entered an arrangement whereby his net monthly fee in March, June, September and December each year (i.e. every third month) will be used to purchase Tribal shares at the prevailing market price.
Non-executive Directors have a three-month notice period and no compensation or other benefits are payable. Details of their agreements and notice periods are as follows:
| Name of director | Effective date of contract | Expiry/retirement date | Notice period for company (months) |
Notice period for Directors (months) |
|---|---|---|---|---|
| K C M Innes Ker | 01.11.2008 | 2014 AGM | 3 | 3 |
| J Ormerod | 21.10.2009 | 2014 AGM | 3 | 3 |
| R Crewe | 03.07.2012 | 2014 AGM | 3 | 3 |
| S Ball | 01.06.2010 | 2014 AGM | 3 | 3 |
Remuneration Committee continued
Any new executive director's remuneration package will be set in line with the policy approved by shareholders.
In arriving at a total package and in considering quantum for each element, the Committee will take into account the skills and experience of the candidate, the market rate for a candidate of that experience, and the importance of securing the preferred candidate. Ongoing annual bonus and LTIP awards will not exceed those of the current Chief Executive on an ongoing basis, with participation in the annual bonus plan and pro-rated for the year of joining. The Committee may wish to set alternative conditions for the annual bonus and LTIP awards in the first year of service, depending on the timing and nature of appointment.
For new appointments, base salary and total remuneration may be set initially below mid-market, and above-market increases may be awarded in subsequent years once expertise and performance have been proven and sustained, to ensure the executive is fairly and appropriately rewarded. The Committee may make additional cash and / or share based awards (on a one-off basis) as it deems appropriate to replace the value of entitlements forfeited by an executive on leaving a previous employer. Such awards would, insofar as is practicable, be consistent with the awards forfeited in terms of value, delivery mechanism (cash or shares), time-horizon for deferral, and whether or not they are subject to performance conditions. The Group's existing incentive schemes will be used, under the limits of the schemes. Awards may be granted outside these schemes in unusual circumstances and according to the Listing Rules. Other payments of a one-off nature may be made in relation to relocation and legal expenses. In the case of an internal appointment, any variable pay awarded in respect of the prior role would be allowed to pay out according to its terms, adjusted if appropriate, to take into account the appointment.
The Committee has not formally consulted with its employees on executive pay, but is made aware of the pay and wider employment conditions within the Group by reference to independent market surveys. This information provides context when the Committee is setting Executive Director pay levels. In particular, the Committee will consider the salary increases which are being offered across the workforce, when determining base salary adjustments for the Executive Directors. The remuneration policy for the Executive Directors is generally consistent in terms of structure with that offered to other employees, but will be more heavily weighted towards performancerelated pay. For other employees the quantum and weighting towards variable pay is determined by the skills, experience and market rates for the role. Wider employee share ownership is encouraged through the use of the SIP, but the use of LTIP awards is targeted at senior management who are most able to influence overall corporate performance.
The Committee believes a transparent and constructive dialogue with our shareholders is important, and therefore seeks to consult with major investors when making significant changes to the policy. The Committee considers shareholder feedback received at the AGM and during meetings with investors throughout the year, and uses these views to help formulate the overall remuneration policy.
The Remuneration Committee is chaired by Katherine Innes Ker. Simon Ball, John Ormerod and Robin Crewe are also members. Keith Evans attends by invitation. The Group Legal Counsel acts as secretary to the Committee. The Committee operates in accordance with written terms of reference, which are determined by the Board and take account of best practice and the requirements of the Code. The terms of reference are available on our website, www.tribalgroup.com, or on request from the Company Secretary.
The Committee is responsible for setting the remuneration policy for the executive Directors and the Chairman, and ensuring that the executive Directors and other senior executives of the Tribal Group are fairly rewarded for their individual contribution to the overall performance of the Group. The Committee also establishes a framework for reward for the rest of the organisation, which supports individual and collective accountability, performance and success. The Committee is also responsible for the operation of all share-based incentive plans.
The Committee met on six occasions during the year and attendance is outlined on page 48.
During the year, the Committee has taken independent advice from New Bridge Street ("NBS"), a trading name of Aon plc. NBS is a member of the Remuneration Consultants Group and has signed up to its Code of Conduct. Other than in relation to advice on remuneration, NBS does not provide any other services to the Group. The terms of engagement with NBS are available from the Company Secretary on request. The Committee regularly reviews the relationship with its advisers and is satisfied that the advice it receives is impartial and objective. In the year under review, the total fees paid to NBS for services to the Committee were £29,000.
The Committee reviewed base salaries at the end of 2013, taking into account the pay and employment conditions elsewhere in the Group.
The impact of any salary increase on other components of pay was also considered as part of the review. The Committee has determined that the Chief Executive's basic salary will increase by 6.8% to £330,000. The increase aligns the Chief Executive's salary with those of companies of a similar size and complexity, and reflects his experience, progress and strong performance in his role. His salary remains below the market median. The Group Finance Director's basic salary will increase by 3.0% to £222,800, in line with the increase range for strong performers in the wider workforce.
Benefits currently comprise a car allowance of £9,500 (plus a travel allowance of £6,000 in the case of the Group Finance Director), private medical insurance and a death in service benefit of four times salary.
Employer contributions of 15% of basic salary will be made into the Group's defined contribution scheme or equivalent personal pension plan on behalf of Keith Evans and Steve Breach.
For 2014, the annual bonus maximum will be 125% of salary for the Chief Executive, and 100% of salary for the Group Finance Director, and performance conditions will be based on adjusted operating profit and non-financial strategic objectives.
The table below sets out the weighting of the metrics and the sliding scales in relation to the budget. Precise details of the performance targets are considered commercially sensitive. However, the Committee will disclose the targets retrospectively in next year's report to the extent these commercial sensitivities have receded.
| Performance Measure | Weighting | Threshold | On Target | Maximum |
|---|---|---|---|---|
| Adjusted operating profit | 80% | 95% of target (25% payable) |
100% of target (60% payable) |
107% of target (100% payable) |
| Non-financial objectives | 20% | n/a | n/a | n/a |
Personal objectives will be linked to the Group's strategy and will be disclosed in next year's report. In all cases, bonus payments are subject to the overriding discretion of the Remuneration Committee.
Remuneration Committee continued
The 2014 LTIP awards will be granted, subject to shareholder approval at the AGM in May 2014, at 150% of salary for the Chief Executive, and 125% of salary for the Group Finance Director, and will be subject to performance targets linked to adjusted earnings per share over a three-year vesting period. These cumulative targets are 42.0p for 25% vesting, 45.0p for 50% vesting and full vesting at 47.0p. Therefore, to achieve the threshold, target and maximum vesting, this would require annual adjusted earnings per share compound growth of circa 5.8%, 9.3% and 11.7% per annum respectively above the 12.5p adjusted earnings per share for the year ended 31 December 2013.
The fees for the year ending 31 December 2014, which will take effect from 16 May 2014, will be as follows:
| Chairman | £110,000 |
|---|---|
| Basic Fee | £40,000 |
| Committee Chairman Fee* | £5,000 |
| Senior Independent Director Fee | £4,000 |
| *Applies to Audit and Remuneration Committee Chairman |
1 The Chairman's fee for the year ended 31 December 2013 was £113,000.
2 The basic fee for the year ended 31 December 2013 was £36,050, the fee for chairing the Audit and/or Remuneration Committee was £5,150, and the Senior Independent Director fee was £5,150.
| Director | Salary1 | Benefits | Bonus | LTIP2 | Pension | Total |
|---|---|---|---|---|---|---|
| Keith Evans | £306,750 | £9,500 | £284,458 | £932,291 | £36,800 | £1,569,799 |
| 2012 comparable | £300,000 | £9,500 | £295,500 | – | £36,000 | £641,000 |
| Steve Breach | £214,725 | £15,500 | £205,610 | £932,291 | £25,900 | £1,394,026 |
| 2012 comparable | £210,000 | £15,500 | £208,425 | – | £25,200 | £459,125 |
1 Salaries for the Directors were adjusted for inflation with effect from 1 April 2013.
2 LTIP awards granted in June 2011 are due to vest in June 2014. Based on the earnings per share performance condition measured over 2011, 2012 and 2013, 48.6% of the shares comprising the award will vest to each executive. Additionally, dividends are deemed to have been paid in relation to vesting shares, and to have been reinvested in Tribal shares. As a result, a further 20,796 shares will be awarded to each executive. The value of these awards for the purpose of calculating the value of LTIP payable in the table above, is based on the average closing share price during the three months ended 31 December 2013 (being 180.7p).
| Non-Executive Director Fees 2013 Total 2012 John Ormerod £112,475 £110,000 Katherine Innes Ker £46,013 £45,000 Matthew Masters1 – £17,500 Robin Crewe2 £35,788 £17,410 |
Total | |
|---|---|---|
| Simon Ball £40,900 £40,000 |
1 Stepped down on 14 August 2012
2 Appointed on 3 July 2012
The Committee assessed the 2013 annual bonus performance as follows:
| Performance Measure | Weighting | Threshold Target | On Target | Maximum | Actual | Bonus Payable |
|---|---|---|---|---|---|---|
| Operating profit against target | 80% | £14.3m (20%) | £15.0m (64%) £16.0m (80%) | £15.8m | £235,018, 95% of maximum |
On the basis of the performance in the year, the Committee assessed that 80% of the relevant potential payment in respect of nonfinancial performance conditions should be made.
| Performance Measure | Weighting | Threshold Target |
On Target | Maximum | Actual | Bonus Payable |
|---|---|---|---|---|---|---|
| Operating profit against target | 80% | £14.3m (20%) | £15.0m (64%) £16.0m (80%) | £15.8m | £164,513, 95% of maximum |
On the basis of the performance in the year, the Committee assessed that 95% of the relevant potential payment in respect of nonfinancial performance conditions should be made.
The Committee therefore approved bonus payments of £284,458 and £205,610 for Keith Evans and Steve Breach respectively. The Committee is comfortable that the level of bonus payable appropriately reflects the performance of the individuals and the Group.
Remuneration Committee continued
On 21 March 2013, the Committee approved an award to each executive director of 100% of salary. These awards were subject to challenging adjusted EPS targets as follows:
| Aggregate adjusted EPS at the end of 2015 Financial Year | % of an Award that becomes capable of exercise |
|---|---|
| Less than 37p | 0% |
| 37p | 25% |
| Between 37p and 39p | On a straight-line basis between 25% and 50% |
| 39p | 50% |
| Between 39p and 41p | On a straight-line basis between 50% and 100% |
| 41p or more | 100% |
| Type | Number of Shares |
Face Value1 | Performance Condition |
Performance Period | % Vesting at threshold |
|
|---|---|---|---|---|---|---|
| Keith Evans | Nil-Cost Option | 224,075 | £309,000 (100% of salary) |
EPS | Measured over 3 financial years to 31 December 2015 |
25% |
| Steve Breach | Nil-Cost Option | 156,853 | £216,300 (100% of salary) |
EPS | Measured over 3 financial years to 31 December 2015 |
25% |
Face value calculated based on average share price over the five day period prior to date of grant of 137.9p.
LTIP awards granted on 21 June 2011 are due to vest on the third anniversary of grant, subject to the achievement of the EPS performance condition and continued service.
The adjusted EPS target range set for this award was as follows:
| Aggregate adjusted EPS at the end of 2013 Financial Year | % of an Award that becomes capable of exercise |
|---|---|
| Less than 28p | 0% |
| 28p | 25% |
| Between 28p and 31.5p | On a straight-line basis between 25% and 50% |
| 31.5p | 50% |
| Between 31.5p and 40p | On a straight-line basis between 50% and 100% |
| 40p or more | 100% |
The Committee determined that the aggregate earnings per share over the three financial years to 31 December 2013 was 31.3p. In determining this figure, the Committee used the adjusted EPS figure disclosed in the financial statements but with adjustments made for amortisation of IFRS 3 intangibles (net of tax), goodwill impairments and associated tax adjustments and exceptional costs (net of tax). Based on this aggregate EPS figure, 48.6% of the award has vested, subject to continued service to the third anniversary of grant.
The interests of Directors in share options were as follows:
| 5 day average |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| At 1 | At 31 | price on | Date from | ||||||
| January | December | Exercise | date of | which | Expiry | ||||
| 2013 | Granted | Lapsed | Exercised | 2013 | Price | grant | exercisable | Date | |
| Keith Evans | |||||||||
| LTIP – | |||||||||
| 21 June 2011 | 1,019,400 | – | – | – | 1,019,400 | Nil | 41.2p | June 2014 | June 2021 |
| LTIP – | |||||||||
| 16 January 2012 | 1,078,554 | – | – | – | 1,078,554 | Nil | 55.6p | March 2015 | January 2022 |
| LTIP – | |||||||||
| 21 March 2013 | – | 224,075 | – | – | 224,075 | Nil | 137.9p | March 2016 | March 2023 |
| Steve Breach | |||||||||
| LTIP – | |||||||||
| 21 June 2011 | 1,019,400 | – | – | – | 1,019,400 | Nil | 41.2p | June 2014 | June 2021 |
| LTIP – | |||||||||
| 16 January 2012 | 754,988 | – | – | – | 754,988 | Nil | 55.6p | March 2015 | January 2022 |
| LTIP – | |||||||||
| 21 March 2013 | – | 156,853 | – | – | 156,853 | Nil | 137.9p | March 2016 | March 2023 |
The LTIP awards made in January 2012 are subject to an aggregate EPS performance condition for the three financials years to 31 December 2014. 20% of awards vest for aggregate EPS of 29.0p, 50% vest for aggregate EPS of 36.0p, and 100% vest for aggregate EPS of 42.8p. Further, for the 2012 award, 50% of post-tax shares vesting will be held in escrow for two years with an equal tranche (i.e. 25% of the award) being released to the executive on the first and second anniversaries of vesting. In addition, each of Keith Evans and Steve Breach must meet shareholding obligations to purchase Tribal shares in the open market, in order for these LTIP awards to vest. In aggregate, these Directors are required to purchase Tribal shares to the value of at least their basic annual salary over a period prior to vesting.
The closing share price at 31 December 2013 was 170.2p and during the year ranged from 105.7p to 206.5p. There have been no variations to the terms and conditions or performance criteria for share awards during the financial year.
The table below sets out the Directors' current shareholdings as at 31 December 2013. There have been no changes to beneficial share interests since the year end. The shareholding guideline for the Chief Executive and the Group Finance Director has been met at 31 December 2013.
| Director | Beneficially Owned | % of Salary / Fee held | Share options (LTIP) |
|---|---|---|---|
| Keith Evans | 534,822 | 295% | 2,322,029 |
| Steve Breach | 277,083 | 218% | 1,931,241 |
| John Ormerod | 248,424 | 375% | – |
| Katherine Innes Ker | – | – | – |
| Robin Crewe | – | – | – |
| Simon Ball | 100,000 | 415% | – |
Note: % of salary / fees held is calculated by reference to the value of the individual's holding in Tribal valued at the share price on the close of business on 31 December 2013.
The Committee believes wider employee share ownership can act as an additional retention and motivation vehicle, and therefore encourages broad based participation in the SIP scheme. During the year, employees, including the Executive Directors, were invited to take part in the SIP. The Committee regularly monitors the participation level in the all-employee arrangements.
The share incentive plans operate in line with the ABI principle, which requires that all commitments must not exceed 10% of the issued share capital in any rolling 10 year period. Given the Company's issued share capital, the number of employees and the level of participation in the LTIP, the Committee believe that operating a single 10% in 10 year limit for all share plans remains appropriate. The Group's position against the dilution limit at 31 December 2013 was 8%.
The following graph compares the value of an investment of £100 in Tribal Group plc shares with an investment in the FTSE All Share Index and the FTSE Support Services Index over five years from 31 December 2008 to 31 December 2013.
The Committee believes that this comparison provides a clear picture of how the Group has performed relative to both a wide range of companies in the UK and also a specific group of companies in the same sector.
A £100 investment in Tribal shares on 31 December 2008 would have been worth £142 on 31 December 2013, compared to £110 for the FTSE All Share Index and £165 for the FTSE Support Services Index.
| Single Figure £000 |
Annual Bonus outturn (as % of maximum) |
Long-term Incentive vesting (as % of maximum) |
||
|---|---|---|---|---|
| 2013 | Keith Evans | 1,570 | 92% | 49% |
| 2012 | Keith Evans | 641 | 99% | – |
| 2011 | Keith Evans1 | 443 | 86% | – |
| 2011 | Peter Martin2 | 116 | 0% | 0% |
| 2010 | Peter Martin | 697 | 0% | 0% |
| 2009 | Peter Martin | 644 | 0% | 70% |
1 Keith Evans was appointed a director of the Company on 22 February 2011, and was subsequently appointed as Chief Executive on 25 November 2011
2 Peter Martin left the Board and the Company on 30 April 2011. Termination payments are included in the 2010 figure.
| Remuneration received | |||||
|---|---|---|---|---|---|
| Salary | Benefits | Annual Bonus | |||
| CEO | 2013 | £306,750 | £9,500 | £284,458 | |
| 2012 | £300,000 | £9,500 | £295,500 | ||
| % Change | 2.2% | – | (3.7%) | ||
| Average Tribal Employee | 2013 | £34,529 | £973 | £788 | |
| 2012 | £33,695 | £1,025 | £751 | ||
| % Change | 2.5% | (5.1%) | 4.9% |
| 2013 | 2012 | % Change | |
|---|---|---|---|
| Employee Costs | £60.5m | £58.5m | 9% |
| Adjusted EBITDA | £20.1m | £16.9m | 19% |
| Corporation tax charge on continuing operations | £2.7m | £2.0m | 35% |
| Distributions to shareholders by way of dividend | £1.5m | £1.2m | 25% |
£1.6m of the employee costs figure for 2013 relates to pay for the Executive Directors. This is different to the aggregate of the single figures for the year under review due to the way in which share-based awards are accounted for.
Executive Directors are permitted to accept an external non-executive position with the Board's approval. Any fees received in respect of these appointments may be retained by the Executive. No such fees were received by the Executive Directors during the year.
At the AGM held on 17 May 2013, the Directors' Remuneration Report was passed with the following vote:
| For | % | Against | % | Withheld |
|---|---|---|---|---|
| 65,335,911 | 99.84 | 104,126 | 0.16 | 754,312 |
This report was approved by the Board of Directors on 14 March 2014 and signed on its behalf by:
Katherine Innes Ker Chair, Remuneration Committee
The Directors present their Annual Report on the affairs of the Group, which includes the introduction, Strategic Report, Corporate Governance Report (including the Directors' assessment of going concern) and audited Financial Statements for the year ended 31 December 2013. Pages 1 to 72 of this Annual Report comprise a Directors' Report which has been drawn up and presented in accordance with English law, which also governs the Directors' liabilities and responsibilities in connection with that report. The Directors' Report also represents the management report for the purpose of DTR 4.1.5R of the UK Listing Authority Disclosure Rules.
The Introduction and Strategic Report contains certain forwardlooking statements which are subject to assumptions, risks and uncertainties. Actual or future results may differ materially from those expressed or implied by such statements. Many of these assumptions, risks and uncertainties relate to factors that the Group is unable to control or estimate precisely. The principal risks and uncertainties affecting the Group are set out on pages 36 to 39. The forward-looking statements reflect the knowledge and information available at the date of preparation of this Annual Report and will not be updated during this year. Nothing in this Annual Report should be construed as a profit forecast.
Tribal Group plc is incorporated as a public limited company, and is registered in England and Wales with registered number 4128850. Its registered office is at 1–4 Portland Square, Bristol, BS2 8RR. Tribal Group plc is a holding company with a number of trading subsidiaries.
Details of the authorised and issued share capital are shown in note 28 to the financial statements. The Company has one class of ordinary shares, which carry no right to fixed income. Each share carries the right to one vote at general meetings of the Company.
There are no specific restrictions on the size of a holding, or on the transfer of shares, which are both governed by the general provisions of the Articles of Association and prevailing legislation. The Directors are not aware of any agreements between holders of the Company's shares that may result in restrictions on the transfer of securities or on voting rights.
Details on employee share schemes are set out in note 27 to the financial statements. No person has any special rights of control over the Company's share capital and all issued shares are fully paid. The Directors have authority to allot new ordinary shares to an aggregate nominal amount of £1,876,926.85. This authority expires at the conclusion of the AGM in 2014.
At the end of 2013, by virtue of the shareholders' resolution passed at the AGM in 2013, the Directors had authority to purchase 9,369,598 of the Company's ordinary shares through the market at prices per ordinary share ranging between 5p and an amount equal to 105% of the average of the middle market quotations of the Company's ordinary shares for the five days preceding the day of purchase. This authority will expire at the conclusion of the AGM in 2014.
The Directors of the Company are listed on page 44. The appointment and replacement of Directors is governed by the Company's Articles of Association, the UK Corporate Governance Code, the Companies Act 2006 and related legislation. The Articles themselves may be amended by special resolution of the shareholders. The powers of Directors are described in the Board terms of reference, copies of which are available on the Company's website www.tribalgroup.com or on request from the Company Secretary, and in the Corporate Governance statement on pages 44 to 49.
Each director's interest in the Company's shares is detailed on page 67, along with details of Directors' share options.
The Company has made qualifying third party indemnity provisions for the benefit of its Directors, which remain in force at the date of this report. Directors' and officers' liability insurance is provided for all Directors of the Company.
The Group continues to invest in research and development of software products, as set out in notes 5 and 16 to the financial statements. This has resulted in a number of new products being launched recently across a number of our markets, which are expected to contribute to the growth of the business.
Tribal is a business which is highly dependent on its people. We seek to attract, develop and retain high-calibre staff and, as a consequence, our customers can be assured that the service they receive is among the best available. The Group's commitment to its people is discussed in the Corporate responsibility section on pages 40 and 43.
The Group is an equal opportunities employer and bases all decisions on individual ability, regardless of race, religion, gender, sexual orientation, age or disability. Applications for employment by disabled persons will always be fully considered, having regard to their particular aptitudes and abilities. Should any employee become disabled, every practical effort is made to provide continued employment. Depending on their skills and abilities, they enjoy the same career prospects and scope for realising their potential as other employees. Appropriate training is arranged for disabled employees, including retraining for alternative work for those who become disabled, to promote their career development within the organisation.
The Board has considered the recommendations made in the Davies Report, published in February 2011, entitled 'Women on Boards' and while appointments will continue to be made based upon merit, the Group has implemented the "Women in Tribal Initiative" and has appointed representatives to promote those recommendations, where appropriate.
In response to the introduction of the Bribery Act 2011, and in light of the Group's increasing presence in international markets, the Group required all employees to undertake specific training to ensure an understanding of the key risks relating to this legislation. This, together with the Group's Business Ethics Policy (which includes the Fraud, Bribery and Corruption Policy), are designed to prevent bribery and other prohibited activities within the Group's business.
The Board has proposed a final dividend of 1.10p per share which, together with the interim dividend of 0.50p per share, gives a total dividend of 1.60p per share (2012: 1.25p).
Our bank borrowing arrangements contain a clause which provides an option for our lending banks to require the repayment of our borrowings on a change of control. Consistent with industry practice for contracting with public sector customers, our major contracts typically contain clauses that either require written consent from our customer prior to a change in control of the Group, or provide for contract termination in the event of a 'reasonable objection' to that change of control. In addition, all of the Group's share schemes contain provisions relating to a change of control. Outstanding options and awards would normally vest and become exercisable on a change of control, subject to the satisfaction of any performance conditions at that time.
The Group made no political donations during the year (2012: £nil).
The Group has a Health and Safety at Work Policy, which is reviewed annually by the Board. The Board Executive Director responsible for health and safety throughout the financial year was Keith Evans. The Group is committed to the health and safety of its employees, customers, subcontractors and others who may be affected by our work activities.
The Group evaluates the risks to health and safety in the business and manages this through a Health and Safety Committee. The Group provides necessary information, instruction, training and supervision to ensure that employees are able to discharge their duties effectively. The Health and Safety Committee monitors, reviews and supports compliance by the various businesses within the Group with all applicable legal and regulatory requirements.
Carbon emissions arising directly and indirectly from the Group's activities are set out in the commentary on sustainability on page 42.
At 28 February 2014, the following voting interests in the ordinary share capital of the Company had been notified to the Company:
| Ordinary shares |
||
|---|---|---|
| of 5p each | % | |
| RWC Partners | 21,947,330 | 23.42 |
| Schroder Investment Management | 9,138,136 | 9.75 |
| JP Morgan Asset Management | 6,822,032 | 7.28 |
| Old Mutual Global Investors | 4,888,000 | 5.22 |
| Artemis Investment Management | 4,712,175 | 5.03 |
| Legal & General Investment | ||
| Management | 4,508,904 | 4.81 |
| Henderson Global Investors | 4,384,949 | 4.68 |
| Crystal Amber Advisers | 4,301,662 | 4.59 |
| Flinvest | 2,893,238 | 3.09 |
The Annual General Meeting (AGM) will be held at 10.00am on 16 May 2014 at One London Wall, London EC2Y 5EB. A separate document accompanying this Annual Report contains the notice convening the AGM and an explanation of the special business to be conducted at that meeting.
In the case of each of the persons who are Directors of the Company at the date when this Annual Report was approved:
A resolution for the re-appointment of Deloitte LLP as auditor of the Company is to be proposed at the 2014 AGM on 16 May 2014.
On behalf of the Board
Steve Breach Company Secretary
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law, requires the Directors to prepare financial statements for each financial year. Under that law the Directors are required to prepare the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and Article 4 of the IAS Regulation, and have elected to prepare the parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the Directors must not approve the accounts, unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing the parent company financial statements, the Directors are required to:
In preparing the Group financial statements, International Accounting Standard 1 requires that Directors:
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions, and disclose with reasonable accuracy at any time the financial position of the company, and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom, governing the preparation and dissemination of financial statements, may differ from legislation in other jurisdictions.
The Directors confirm that, to the best of their knowledge:
By order of the Board
Keith Evans Steve Breach 14 March 2014
Chief Executive Group Finance Director
In our opinion:
The financial statements comprise the Group Income Statement, the Group Statement of Comprehensive Income, the Group and Company Balance Sheet, the Group Cash Flow Statement, the Group Statement of Changes in Equity, and the related notes 1 to 48. The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and IFRSs as adopted by the European Union. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
As required by the Listing Rules, we have reviewed the Directors' statement contained within the Governance Report on page 49 that the group is a going concern. We confirm that:
However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the group's ability to continue as a going concern.
The assessed risks of material misstatement described below are those that had the greatest effect on our audit strategy; the allocation of resources in the audit and directing the efforts of the engagement team:
Our audit procedures relating to these matters were designed in the context of our audit of the financial statements as a whole, and not to express an opinion on individual accounts or disclosures. Our opinion on the financial statements is not modified with respect to any of the risks described above, and we do not express an opinion on these individual matters. The Audit Committee's consideration of these risks is set out on page 51
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work.
We determined planning materiality for the group to be £650,000, which is below 5% of pre-tax profit and below 1% of equity.
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £13,000, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.
Our group audit was scoped by obtaining an understanding of the group and its environment, including group-wide controls, and assessing the risks of material misstatement at the group level. Based on that assessment, we focused our group audit scope primarily on the operations in the UK and Australia. The UK business was subject to a full audit, whilst the Australian business was subject to an audit of specified account balances where the extent of our testing was based on our assessment of the risks of material misstatement and of the materiality of the group's operations at that location. The UK and Australian operations represent the principal business units and account for 99.8% of the group's net assets, 96% of the group's revenue and 95% of the group's profit before tax. They were also selected to provide an appropriate basis for undertaking audit work to address the risks of material misstatement identified above. Our audit work at these locations was executed at levels of materiality applicable to each individual entity, which were lower than group materiality.
Due to the significance of the Australian operations to the Group audit, the group audit team (including the Senior Statutory Auditor) visited the business as part of the current year audit.
At the parent entity level, we also tested the consolidation process and carried out analytical procedures to confirm our conclusion that there were no significant risks of material misstatement of the aggregated financial information of the remaining components not subject to audit or audit of specified account balances.
In our opinion:
Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
We have nothing to report in respect of these matters.
Under the Companies Act 2006, we are also required to report if in our opinion certain disclosures of Directors' remuneration have not been made or the part of the Directors' Remuneration Report to be audited is not in agreement with the accounting records and returns. We have nothing to report in respect of these matters.
Under the Listing Rules, we are also required to review the part of the Corporate Governance Statement relating to the company's compliance with nine provisions of the UK Corporate Governance Code. We have nothing to report arising from our review.
Under the ISAs (UK and Ireland), we are required to report to you if, in our opinion, information in the annual report is:
In particular, we are required to consider whether we have identified any inconsistencies between our knowledge acquired during the audit and the Directors' statement that they consider the annual report is fair, balanced and understandable, and whether the annual report appropriately discloses those matters that we communicated to the audit committee which we consider should have been disclosed. We confirm that we have not identified any such inconsistencies, or misleading statements.
As explained more fully in the Directors' Responsibilities Statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors. We also comply with International Standard on Quality Control 1 (UK and Ireland). Our audit methodology and tools aim to ensure that our quality control procedures are effective, understood and applied. Our quality controls and systems include our dedicated professional standards review team and independent partner reviews.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group's and the parent company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Nigel Thomas for and on behalf of Deloitte LLP Chartered Accountants and Statutory Auditor Bristol, United Kingdom
14 March 2014
| Closed | Year ended | Closed | Year ended | |||
|---|---|---|---|---|---|---|
| businesses and | 31 December | businesses and | 31 December | |||
| exceptional | 2013 | exceptional | 2012 | |||
| Note | Underlying £'000 |
costs £'000 |
Total £'000 |
Underlying £'000 |
costs £'000 |
Total £'000 |
| Continuing operations | ||||||
| Revenue 3 |
125,485 | – | 125,485 | 113,417 | 1,978 | 115,395 |
| Cost of sales | (75,466) | – | (75,466) | (69,253) | (2,440) | (71,693) |
| Gross profit | 50,019 | – | 50,019 | 44,164 | (462) | 43,702 |
| Other administrative expenses | (34,260) | (30) | (34,290) | (30,282) | (1,927) | (32,209) |
| Amortisation of IFRS 3 intangibles 16 |
– | (231) | (231) | – | (24) | (24) |
| Total administrative expenses | (34,260) | (261) | (34,521) | (30,282) | (1,951) | (32,233) |
| Operating profit | 15,759 | (261) | 15,498 | 13,882 | (2,413) | 11,469 |
| Investment income 8 |
37 | – | 37 | 162 | – | 162 |
| Other gains and losses 9 |
– | (453) | (453) | – | (453) | (453) |
| Finance costs 10 |
(1,235) | (350) | (1,585) | (1,205) | – | (1,205) |
| Profit before tax 6 |
14,561 | (1,064) | 13,497 | 12,839 | (2,866) | 9,973 |
| Tax 11 |
(2,889) | 169 | (2,720) | (2,633) | 619 | (2,014) |
| Profit for the year from continuing operations | 11,672 | (895) | 10,777 | 10,206 | (2,247) | 7,959 |
| Discontinued operations | ||||||
| Profit from discontinued operations 13 |
– | 788 | 788 | 925 | 840 | 1,765 |
| Profit for the year 5 |
11,672 | (107) | 11,565 | 11,131 | (1,407) | 9,724 |
| Attributable to: | ||||||
| Equity holders of the parent | 11,565 | 9,724 | ||||
| Earnings per share | ||||||
| From continuing operations | ||||||
| Basic and diluted 14 |
12.5p | (1.0)p | 11.5p | 10.9p | (2.4)p | 8.5p |
| From continuing and discontinued operations | ||||||
| Basic and diluted 14 |
12.5p | (0.2)p | 12.3p | 11.9p | (1.5)p | 10.4p |
| Year ended 31 December |
Year ended 31 December |
||
|---|---|---|---|
| Note | 2013 £'000 |
2012 £'000 |
|
| Profit for the year | 11,565 | 9,724 | |
| Items that will not be reclassified subsequently to profit or loss: | |||
| Remeasurement of net defined benefit asset | 33 | 1,412 | 290 |
| Items that may be reclassified subsequently to profit or loss: | |||
| Transfer from cash flow hedge reserve | 453 | 453 | |
| Deferred tax | 26 | (82) | 141 |
| Exchange differences on translation of foreign operations | (581) | 16 | |
| Total comprehensive income for the year attributable to equity holders of the parent | 12,767 | 10,624 |
| Note | 2013 £'000 |
2012 £'000 |
2011 £'000 |
|
|---|---|---|---|---|
| Non-current assets | ||||
| Goodwill | 15 | 78,652 | 72,616 | 72,616 |
| Other intangible assets | 16 | 16,732 | 10,195 | 5,655 |
| Property, plant and equipment | 17 | 3,085 | 3,146 | 2,576 |
| Investments | 18 | 1 | 1 | 1 |
| Retirement benefit surplus | 33 | 778 | – | – |
| Deferred tax assets | 26 | 2,209 | 2,033 | 1,661 |
| 101,457 | 87,991 | 82,509 | ||
| Current assets | ||||
| Inventories | 19 | 714 | 1,931 | 333 |
| Trade and other receivables | 20 | 28,915 | 28,225 | 23,323 |
| Cash and cash equivalents | 22 | 7,555 | 8,424 | 6,524 |
| 37,184 | 38,580 | 30,180 | ||
| Total assets | 138,641 | 126,571 | 112,689 | |
| Current liabilities | ||||
| Trade and other payables | 23 | (12,438) | (7,642) | (8,781) |
| Accruals | (12,871) | (11,298) | (10,387) | |
| Deferred income | (24,575) | (28,516) | (17,884) | |
| Tax liabilities | (3,197) | (2,797) | (2,671) | |
| Provisions | 25 | (3,296) | (1,159) | (2,419) |
| (56,377) | (51,412) | (42,142) | ||
| Net current liabilities | (19,193) | (12,832) | (11,962) | |
| Non-current liabilities | ||||
| Bank loans | 24 | (12,114) | (18,274) | (22,503) |
| Retirement benefit obligations | 33 | – | (419) | (540) |
| Deferred tax liabilities | 26 | (389) | – | (178) |
| Provisions | 25 | (1,531) | (523) | (1,439) |
| (14,034) | (19,216) | (24,660) | ||
| Total liabilities | (70,411) | (70,628) | (66,802) | |
| Net assets | 68,230 | 55,943 | 45,887 | |
| Equity | ||||
| Share capital | 28 | 4,685 | 4,685 | 4,685 |
| Other reserves | 29 | 28,042 | 26,913 | 26,245 |
| Retained earnings | 30 | 35,503 | 24,345 | 14,957 |
| Total equity attributable to equity holders of the parent | 68,230 | 55,943 | 45,887 |
Notes 1 to 40 form part of these financial statements.
The financial statements were approved by the Board of Directors and authorised for issue on 14 March 2014 and were signed on its behalf by:
Keith Evans Steve Breach Director Director
| Share capital £'000 |
Other reserves £'000 |
Retained earnings £'000 |
Total equity £'000 |
|
|---|---|---|---|---|
| Balance at 1 January 2013 | 4,685 | 26,913 | 24,345 | 55,943 |
| Total comprehensive income for the year | – | 349 | 12,418 | 12,767 |
| Dividends | – | – | (1,260) | (1,260) |
| Credit to equity for share-based payments | – | 780 | – | 780 |
| Balance at 31 December 2013 | 4,685 | 28,042 | 35,503 | 68,230 |
| Share capital £'000 |
Other reserves £'000 |
Retained earnings £'000 |
Total equity £'000 |
|
|---|---|---|---|---|
| Balance at 1 January 2012 | 4,685 | 26,245 | 14,957 | 45,887 |
| Total comprehensive income for the year | – | 302 | 10,322 | 10,624 |
| Dividends | – | – | (934) | (934) |
| Credit to equity for share-based payments | – | 366 | – | 366 |
| Balance at 31 December 2012 | 4,685 | 26,913 | 24,345 | 55,943 |
| Share capital £'000 |
Other reserves £'000 |
Retained earnings £'000 |
Total equity £'000 |
|
|---|---|---|---|---|
| Balance at 1 January 2011 | 4,685 | 26,246 | 38,824 | 69,755 |
| Total comprehensive income for the year | – | 169 | (22,666) | (22,497) |
| Dividends | – | – | (980) | (980) |
| Charge to equity for share-based payments | – | (170) | (221) | (391) |
| Balance at 31 December 2011 | 4,685 | 26,245 | 14,957 | 45,887 |
| Note | Year ended 31 December 2013 £'000 |
Year ended 31 December 2012 £'000 |
|---|---|---|
| 34 Net cash from operating activities |
18,646 | 15,063 |
| Investing activities | ||
| Interest received | 37 | 117 |
| Proceeds on disposal of discontinued operations | 638 | 1,542 |
| Purchases of property, plant and equipment | (1,552) | (2,178) |
| Expenditure on product development and business systems | (6,994) | (6,188) |
| Acquisition of investments in subsidiaries | (2,521) | (50) |
| Net cash outflow from investing activities | (10,392) | (6,757) |
| Financing activities | ||
| Interest paid | (670) | (750) |
| Equity dividend paid | (1,260) | (934) |
| Repayment of borrowings and loan arrangement fees | (6,647) | (4,695) |
| Net cash used in financing activities | (8,577) | (6,379) |
| Net (decrease)/increase in cash and cash equivalents | (323) | 1,927 |
| Cash and cash equivalents at beginning of year | 8,424 | 6,524 |
| Effect of foreign exchange rate changes | (546) | (27) |
| Cash and cash equivalents at end of year | 7,555 | 8,424 |
The financial statements on pages 76 to 119 have been prepared in accordance with International Financial Reporting Standards (IFRSs) adopted for use in the European Union and therefore the Group financial statements comply with Article 4 of the EU IAS Regulation.
The financial information has been prepared on the historical cost basis, except for financial instruments.
In the current financial year, the Group has adopted the amendments to IAS 1 'Presentation of Items of Other Comprehensive Income', IAS 19 (revised 2011) 'Employee Benefits' and IAS 36 'Impairment of Assets'.
The amendments to IAS 1 require items of other comprehensive income to be grouped by those items that will be reclassified subsequently to profit and loss and those that will never be reclassified, together with their associated income tax. The amendments have been applied retrospectively, and hence the presentation of items of comprehensive income have been restated to reflect the change. The effect of these changes is evident from the consolidated statement of comprehensive income.
IAS 19 (revised 2011) and the related consequential amendments have impacted the accounting for the Group's defined benefit scheme, by replacing the interest cost and expected return on plan assets with a net interest charge on the net defined benefit liability. There is no significant impact on the profit for the period or other comprehensive income as a result of adopting IAS 19 (revised 2011).
The amendments to IAS 36 have not had a material effect on these financial statements.
At the date of authorisation of these financial statements, the following Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective (and in some cases had not yet been adopted by the EU):
| IFRS 10, IFRS 12 and | |
|---|---|
| IAS 27 (amendments) | Investment Entities |
| IFRS 9 | Financial Instruments |
| IFRS 13 | Fair Value Measurement |
| IAS 39 (amendments) | Novation of Derivatives and Continuation of Hedge Accounting |
| IFRIC Interpretation 21 | Levies |
It is not practicable to provide a reasonable estimate of the effect of these standards, until a detailed review has been completed.
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved where the Company has the power to govern the financial and operating policies of the investee entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. All intra group transactions, balances, income and expenses are eliminated on consolidation.
When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non-controlling interests. Amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted for (i.e. reclassified to profit or loss or transferred directly to retained earnings) in the same manner as would be required if the relevant assets or liabilities are disposed of. The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IAS 39 Financial Instruments: Recognition and Measurement.
The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements. Further detail is contained in the Corporate Governance statement on page 49.
Revenue is measured at the fair value of the consideration receivable from the provision of goods and services to third party customers in the normal course of business. Revenue is stated exclusive of VAT, sales tax and trade discounts. The particular recognition policies applied in respect of short-term or repeat service contracts are as set out below:
In addition to this, the Group has long-term contracts for the provision of more complex, project-based services including arrangements that involve significant production, modification, or customisation of software. Where the outcome of such long-term project-based contracts can be measured reliably, revenue and costs are recognised by reference to the stage of completion of the project at the balance sheet date. This is measured by the proportion that development time incurred for work performed to date bears to the estimated total development time required. Variations in contract work and claims are included to the extent that the amount can be measured reliably and its receipt is considered probable.
Where the outcome of a long-term project-based contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs that it is probable will be recovered. When it is probable that the total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.
Pre-contract costs are expensed as incurred until the Group is virtually certain of being awarded the contract, usually once the 'preferred bidder' stage is reached at which point, to the extent that they are expected to be recovered over the contract term, the costs are capitalised and amortised over the life of the contract.
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.
Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition, where they qualify as measurement period adjustments (see below). All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant IFRSs. Changes in the fair value of contingent consideration classified as equity are not recognised.
The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 (2008) are recognised at their fair value at the acquisition date, except that:
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.
The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and circumstances that existed as of the acquisition date – and is subject to a maximum of one year.
Goodwill arising in a business combination is recognised as an asset at the date that control is acquired (the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer's previously held equity interest (if any) in the entity over the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed.
If, after reassessment, the Group's interest in the fair value of the acquiree's identifiable net assets exceeds the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer's previously held equity interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group's cash-generating units ('CGUs') expected to benefit from the combination. CGUs (or groups of CGUs) to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the CGU (or groups of CGUs) is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the CGUs (or group of CGUs) and then to the other assets of the CGU (or groups of CGUs) pro rata on the basis of the carrying amount of each asset. An impairment loss recognised for goodwill is not reversed in a subsequent period.
On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit and loss on disposal. Goodwill arising on acquisition before the date of transition to IFRSs has been retained at the previous UK GAAP amounts, subject to being tested for impairment at that date.
The merger reserve comprises the non-statutory premium arising on shares issued as consideration for acquisitions of subsidiaries where merger relief under the relevant section of the Companies Act applies. To the extent that the creation of goodwill originally gave rise to a merger reserve, upon impairment an appropriate amount is transferred from the merger reserve to the profit and loss reserve.
At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment (if any). An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.
The recoverable amount is the higher of fair value less costs to sell and the value in use. The estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The Group's business systems are treated as an intangible asset where the probable future economic benefits arising from the investment can be assessed with reasonable certainty at the time the costs are incurred. Costs included are those directly attributable to the design, construction and testing of new systems (including major enhancements) from the point of inception to the point of satisfactory completion, Maintenance and minor modifications are expensed against the income statement as incurred. These assets are amortised by equal instalments over an average of five years.
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally generated intangible asset arising from the Group's product development is recognised only if all of the following conditions have been demonstrated:
Internally generated intangible assets are amortised on a straight-line basis over their useful lives of three to five years. Where no internally generated intangible asset can be recognised, development expenditure is recognised as an expense in the period in which it is incurred.
Property, plant and equipment are stated at cost, net of depreciation and any recognised impairment loss. Depreciation is charged so as to write off the cost of each asset, other than properties in the course of construction, by equal instalments over their estimated useful economic lives as follows:
Operating lease rentals are charged against income on a straight-line basis over the period of the lease. Benefits received and receivable as an incentive to enter into an operating lease are spread on a straight-line basis over the lease term. Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease.
Investments are initially measured at cost, including transaction costs. Investments are classified as either held-for-trading or available-forsale. They are measured at subsequent reporting dates at cost, where they relate to unquoted equity investments where fair value cannot be reliably measured, and at fair value otherwise. A provision for any impairment is made where necessary.
Inventories are stated at the lower of cost and net realisable value. Cost comprises materials, direct labour and a share of production overheads appropriate to the relevant stage of production. Net realisable value is based on estimated selling price less all further costs to completion and all relevant marketing, selling and distribution costs.
Exceptional items are items which derive from events or transactions that fall outside the ordinary activities of the Group and which are therefore shown separately in the middle column on the face of the income statement. This includes any entries in relation to hedge ineffectiveness, amortisation of IFRS 3 intangibles, acquisition related items and charges in relation to the run-off of the property portfolio re-set following the disposal programme carried out in 2010 and 2011. It also includes the associated tax entries. The Group withdrew from the reselling and implementation of Microsoft Dynamics software and the direct delivery of apprenticeship training programmes during 2012, and the results of closed businesses were included within the middle column of the income statement.
The Group operates various defined contribution pension schemes that are established in accordance with employment terms set by the employing companies. The assets of these schemes are held separately from those of the Group in independently administered funds. The amount charged against profits represents the contributions payable to the scheme in respect of the accounting period. Payments made to state-managed retirement benefit schemes are dealt with as payments to defined contribution schemes, where the Group's obligations under the schemes are equivalent to those arising in a defined contribution retirement benefit scheme.
For defined benefit retirement benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at the end of each reporting period. Remeasurement comprising actuarial gains and losses, the effect of the asset ceiling (if applicable) and the return on scheme assets (excluding interest) are recognised immediately in the balance sheet with a charge or credit to the Statement of Comprehensive Income in the period in which they occur. Remeasurement recorded in the Statement of Comprehensive Income is not recycled. Past service cost is recognised in profit or loss in the period of scheme amendment. Net-interest is calculated by applying a discount rate to the net defined benefit liability or asset. Defined benefit costs are split into three categories:
The Group presents the first two components of defined benefit costs within cost of sales and administrative expenses in its Consolidated Income Statement. Curtailment gains and losses are accounted for as past-service cost. Net-interest expense or income is recognised within finance costs. The retirement benefit obligation recognised in the consolidated Balance sheet represents the deficit or surplus in the Group's defined benefit pension schemes. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the schemes or reductions in future contributions to the schemes.
Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle the obligation. Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the balance sheet date, and are discounted to present value where the effect is material.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
A restructuring provision is recognised when the Group has developed a detailed formal plan for the restructuring and has raised a valid expectation in those affected that it will carry out the restructuring by starting to implement the plan or announcing its main features to those affected by it. The measurement of a restructuring provision includes only the direct expenditures arising from the restructuring, which are those amounts that are both necessarily entailed by the restructuring and not associated with the ongoing activities of the entity.
Transactions in currencies other than the local functional currency are recorded at the rates of exchange on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date, with differences recognised in profit or loss in the period in which they arise.
On consolidation, the assets and liabilities of the Group's overseas operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognised directly within equity in the Group's hedging and translation reserve. Such translation differences are recognised as income or expense in the period in which the operation is disposed of. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.
The Group issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair value at the date of grant. This is expensed on a straight-line basis over the vesting periods of the instruments. At each balance sheet date, the Group revises its estimate of the number of equity instruments expected to vest as a result of the effect of non market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves.
Fair value is measured by use of an adjusted Black-Scholes model, which is able to value the options subject to market-based performance conditions.
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 the tax expected to be payable or recoverable on differences between the carrying values of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying value of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax in the income statement is charged or credited, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
Financial assets and financial liabilities are recognised in the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.
Financial assets are classified into the following specified categories: financial assets 'at fair value through profit or loss' (FVTPL), 'held-tomaturity' investments, 'available-for-sale' (AFS) financial assets and 'loans and receivables'. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. For fair value hedges, the change in the fair value of the hedging instrument and hedged item, as well as any ineffectiveness arising in cash flow hedges, is disclosed with other gains and losses. The Group does not currently hold any held-to-maturity investments.
The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the relevant period. The effective rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of a financial asset, or, where appropriate, a shorter period.
Interest is recognised on an effective interest basis for debt instruments other than those financial assets designated as at FVTPL.
Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.
Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that, as a result of one or more event that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted.
For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Group's past experience of collecting payments, as well as observable changes in national or local economic conditions that correlate with default on receivables.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets, with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectable, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.
With the exception of AFS equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.
In respect of AFS equity securities, impairment losses previously recognised through profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognised directly in equity.
Cash comprises cash in hand and deposits repayable on demand, less overdrafts payable on demand which have a right of offset against cash balances. These instruments are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
The Group derecognises a financial asset only when the contractual rights to the cash flows from the assets expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issued costs.
Financial liabilities are classified as either financial liabilities 'at FVTPL' or 'other financial liabilities'.
Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest rate method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period.
The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire.
The Group's activities expose it to the financial risks of changes in interest rates and exchange rates. The Group uses interest rate and foreign exchange instruments to manage this exposure where appropriate.
The use of financial derivatives is governed by the Group's policies approved by the Board, which provides written principles on the use of financial derivatives. Further details of derivative financial instruments are disclosed in note 37 to the financial statements.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each balance sheet date. The resulting gain or loss is recognised in profit or loss immediately, unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are presented as current assets or current liabilities.
The Group designates certain hedging instruments as cash flow hedges. At the inception of the hedge relationship, the entity documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument that is used in a hedging relationship is highly effective in offsetting changes in the cash flows of the hedging item.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are deferred in equity. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss, and is included in the 'other gains and losses' line of the income statement.
Amounts deferred in equity are recycled in profit or loss in the periods when the hedged item is recognised in profit or loss, in the same line of the income statement as the recognised hedged item. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability.
Hedge accounting is discontinued when the Group revokes the hedging relationship, the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Any cumulative gain or loss deferred in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was deferred in equity is recognised immediately in profit or loss.
In the process of applying the Group's accounting policies, which are described in note 1, the Board has made the following judgements that have the most significant effect on the amounts recognised in the financial statements.
The carrying value of goodwill at the year-end is £78.6m (2012: £72.6m, 2011: £72.6m). An annual impairment review is required under IAS 36 'Impairment of assets' involving judgement of the future cash flows and discount rates for cash-generating units. The Group prepares such cash flow forecasts derived from the most recent budgets approved by the Board of Directors for the next two years. Further details of the other assumptions used are given in note 15.
The carrying value of other intangible assets is £16.7m (2012: £10.2m, 2011: £5.7m). Judgement is required to assess whether costs meet the criteria for capitalisation set out in IAS 38, the useful life of those assets, and subsequently the consideration of the potential need for impairment of these assets, in particular in relation to their expected ability to generate future revenue.
The Group's revenue recognition policies are disclosed in note 1. In some cases, judgement is required to determine the most appropriate measure of the fair value of the services that have been delivered to the customer at the balance sheet date. Where revenue is recognised on a long-term contract basis, judgement is required to assess the stage of completion of a project at the period end.
The Group has issued certain employees with share-based incentives which vest based on cumulative three-year EPS targets. Judgement is required to determine the expected future EPS which drives the level of charge made in respect of the incentives.
The Group acquired International Graduate Insight Group Limited on 2 January 2013 with up to £4.6m of the consideration being deferred and contingent of the future performance of the acquired group. Judgement is required to estimate the expected profitability of the acquired group over the performance period, which determines the level of provision for deferred contingent consideration required.
An analysis of the Group's revenue is as follows:
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Continuing operations | ||
| Sales of services | 125,485 | 115,395 |
| Investment income | 37 | 162 |
| Total revenue | 125,522 | 115,557 |
Sales of goods are not material and are therefore not shown separately.
The Group is organised into two business segments: Solutions and Systems.
In accordance with IFRS 8 'Operating Segments', information on segment assets is not shown, as this is not provided to the Chief Operating decision-maker. Inter-segment sales are charged at prevailing market prices.
The principal activities of the Group are as follows:
| Systems £'000 |
Solutions £'000 |
Eliminations £'000 |
Consolidated £'000 |
|
|---|---|---|---|---|
| Revenue | ||||
| External sales | 63,954 | 61,531 | – | 125,485 |
| Inter-segment sales | 252 | 39 | (291) | – |
| Total adjusted revenue | 64,206 | 61,570 | (291) | 125,485 |
| Adjusted segment operating profit | 14,826 | 6,066 | – | 20,892 |
| Unallocated corporate expenses | (5,133) | |||
| Adjusted operating profit | 15,759 | |||
| Amortisation of IFRS 3 intangibles | (231) | |||
| Exceptional costs | (30) | |||
| Operating profit | 15,498 | |||
| Investment income | 37 | |||
| Other gains and losses | (453) | |||
| Finance costs | (1,585) | |||
| Profit before tax | 13,497 | |||
| Tax | (2,720) | |||
| Profit for the year from discontinued operations | 788 | |||
| Profit after tax and discontinued operations | 11,565 |
The accounting policies of the reportable segments are the same as the Group's accounting policies described in note 1. Segment profit represents the profit earned by each segment, without allocation of central administration costs, including Directors' salaries, finance costs and income tax expense. This is the measure reported to the Group's Chief Executive for the purpose of resource allocation and assessment of segment performance.
Inter-segment sales are charged at prevailing market prices.
Revenues of approximately 21% (2012: 22%) have arisen within our Solutions division from the Group's largest customer and revenues of approximately 15% (2012: 7%) have arisen within our Systems division from the Group's second largest customer.
Year ended 31 December 2012
| Systems £'000 |
Solutions £'000 |
Eliminations £'000 |
Consolidated £'000 |
|
|---|---|---|---|---|
| Adjusted revenue | ||||
| External sales | 54,083 | 59,334 | – | 113,417 |
| Inter-segment sales | 1,461 | 8 | (1,469) | – |
| Total adjusted revenue | 55,544 | 59,342 | (1,469) | 113,417 |
| Adjusted segment operating profit | 12,072 | 5,282 | – | 17,354 |
| Unallocated corporate expenses | (3,472) | |||
| Adjusted operating profit | 13,882 | |||
| Amortisation of IFRS 3 intangibles | (24) | |||
| Exceptional costs | (1,545) | |||
| Closed businesses | (844) | |||
| Operating profit | 11,469 | |||
| Investment income | 162 | |||
| Other gains and losses | (453) | |||
| Finance costs | (1,205) | |||
| Profit before tax | 9,973 | |||
| Tax | (2,014) | |||
| Profit for the year from discontinued operations | 1,765 | |||
| Profit after tax and discontinued operations | 9,724 |
Of the total losses from closed businesses of £844,000, £483,000 arose in relation to the Systems division and £361,000 in relation to the Solutions division.
| 2013 | 2012 | |
|---|---|---|
| £'000 | £'000 | |
| UK | 92,709 | 89,212 |
| Asia Pacific | 25,584 | 16,449 |
| North America and rest of the world | 7,192 | 7,756 |
| Total adjusted revenue | 125,485 | 113,417 |
| UK revenue from closed businesses | – | 1,978 |
| 125,485 | 115,395 |
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Asia Pacific | 41 | 55 |
| North America and rest of the world | 36 | 71 |
| 77 | 126 |
The Group's revenues from its major products and services were as follows:
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Licence and development fees | 19,471 | 16,035 |
| Implementation | 22,367 | 18,316 |
| Maintenance | 18,802 | 16,782 |
| Other Systems division revenue | 3,566 | 4,411 |
| Performance improvement solutions | 30,298 | 29,526 |
| Quality improvement solutions | 31,272 | 29,816 |
| Eliminations | (291) | (1,469) |
| 125,485 | 113,417 |
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Profit for the year is stated after charging/(crediting): | ||
| Depreciation and other amounts written off property, plant and equipment | 1,707 | 1,625 |
| Staff costs (see note 7) | 60,533 | 58,547 |
| Amortisation of acquired IFRS 3 intangible assets | 231 | 24 |
| Amortisation of business systems | 356 | 356 |
| Cost of inventories recognised as an expense | 530 | 456 |
| Write-down of inventories recognised as an expense | - | 235 |
| Impairment loss on trade receivables | (37) | (833) |
| Research and development expenditure | 1,717 | 1,293 |
| Amortisation of development costs | 2,057 | 1,268 |
| Impairment losses on development costs | 250 | - |
| Net foreign exchange losses | 164 | 361 |
The analysis of auditor's remuneration is as follows:
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Fees payable to the company's auditor for the audit of the company's annual report | 80 | 80 |
| Fees payable to the company's auditor and its associates for other services to the Group: | ||
| – the audit of the Company's subsidiaries pursuant to legislation | 106 | 97 |
| Total audit fees | 186 | 177 |
| – audit related assurance | 22 | 23 |
| – other assurance | 3 | 3 |
| Total non-audit fees | 25 | 26 |
| Total auditor's remuneration | 211 | 203 |
Fees payable to Deloitte LLP and its associates for non-audit services to the Company are not required to be disclosed because the consolidated financial statements are required to disclose such fees on a consolidated basis.
See page 55 for the Group policy on use of auditor for non-audit work.
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Closed businesses: | ||
| – Turnover | – | 1,978 |
| – Cost of sales | – | (2,440) |
| – Administrative expenses | – | (382) |
| Trading loss from closed businesses | – | (844) |
| – Redundancy costs – closed businesses | – | (279) |
| – Other restructuring costs – closed businesses | (93) | (1,007) |
| Operating loss from closed businesses | (93) | (2,130) |
| Other exceptional costs: | ||
| – Acquisition costs | (54) | (209) |
| – Property related | 117 | – |
| – Unwinding of discount on deferred contingent consideration | (350) | – |
| – Movements in deferred consideration | - | (50) |
| – Amortisation of IFRS3 intangibles | (231) | (24) |
| – Unwinding of hedge accounting reserve | (453) | (453) |
| (1,064) | (2,866) |
Exceptional costs have arisen throughout the year, which are not part of the Group's normal trading activities. This includes additional costs in relation to the closure of the Direct Delivery business during 2012, direct costs arising on acquisition activity, credits where leases were exited or sub-let on terms that were more favourable than expected, adjustments to deferred consideration in respect of acquisitions, amortisation of IFRS3 intangibles and the unwinding of the hedge accounting reserve.
The average number of persons employed under contracts of service by the Group (including executive Directors) during the year was as follows:
| 2013 No. |
2012 No. |
|
|---|---|---|
| Selling, operations and marketing | 1,193 | 1,183 |
| Finance and administration | 222 | 212 |
| 1,415 | 1,395 |
The aggregate payroll costs of these persons were as follows:
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Wages and salaries | 51,351 | 49,482 |
| Social security costs | 4,710 | 4,564 |
| Pension costs | 3,013 | 3,339 |
| Redundancy costs | 679 | 796 |
| Share option charge | 780 | 366 |
| 60,533 | 58,547 |
The comparative figures in the table above have been restated to include the costs of the Group's Australian subsidiary which were incorrectly excluded in the 2012 Annual Report.
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Interest on bank deposits | 21 | 42 |
| Net interest receivable on retirement benefit obligations | – | 45 |
| Other interest receivable | 16 | 75 |
| 37 | 162 |
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Unwinding of hedge accounting reserve | 453 | 453 |
No other gains or losses have been recognised in respect of loans and receivables, other than impairment losses reversed in respect of trade receivables (see notes 5 and 20).
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Interest on bank overdrafts and loans | 979 | 1,014 |
| Unwinding of discount on deferred contingent consideration | 350 | – |
| Other interest payable | 256 | 191 |
| 1,585 | 1,205 |
| Continuing operations Discontinued operations Total |
||||||
|---|---|---|---|---|---|---|
| 2013 £'000 |
2012 £'000 |
2013 £'000 |
2012 £'000 |
2013 £'000 |
2012 £'000 |
|
| Current tax | ||||||
| UK corporation tax | 3,096 | 2,698 | 54 | 30 | 3,150 | 2,728 |
| Overseas tax | 343 | 313 | – | – | 343 | 313 |
| Adjustments in respect of prior years | (551) | (722) | – | (452) | (551) | (1,174) |
| 2,888 | 2,289 | 54 | (422) | 2,942 | 1,867 | |
| Deferred tax | ||||||
| Current year | (258) | 221 | – | 23 | (258) | 244 |
| Adjustments in respect of prior years | 90 | (496) | – | (157) | 90 | (653) |
| (168) | (275) | – | (134) | (168) | (409) | |
| Tax charge/(credit) on profits/(losses) | 2,720 | 2,014 | 54 | (556) | 2,774 | 1,458 |
The continuing tax charge can be reconciled to the profit from continuing operations per the income statement as follows:
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Profit before tax on continuing operations | 13,497 | 9,973 |
| Tax charge at standard rate of 23.25% (2012: 24.5%) | 3,138 | 2,443 |
| Effects of: | ||
| Overseas tax rates | 45 | 95 |
| Expenses not deductible for tax purposes | 420 | 266 |
| Adjustments in respect of prior years | (461) | (1,218) |
| Group relief and utilisation of losses | – | (71) |
| Additional deduction for R&D expenditure | (73) | (367) |
| Effect of items recognised directly in equity | (70) | 61 |
| Movement in tax provision | (129) | 810 |
| Other | (150) | (5) |
| Tax expense for the year | 2,720 | 2,014 |
In addition to the amount charged to the income statement, a deferred tax charge of £82,000 (2012: credit of £141,000) has been taken directly to equity (see consolidated statement of comprehensive income on page 77).
The Group continues to hold an appropriate corporation tax provision in relation to the Group relief claimed from Care UK for the year ended 31 March 2007.
The income tax expense for the year is based on the blended UK statutory rate of corporation tax for the period of 23.25% (2012: 24.5%). This rate reflects the reduction of the UK corporation tax rate from 24% to 23% from 1 April 2013.
The reduction in the corporation tax rate to 21%, from 1 April 2014, and to 20%, from 1 April 2015, will affect the Group's future effective tax rate accordingly. The effective tax rate of the continuing Group in future years is anticipated to be broadly equivalent to the UK corporation tax rate.
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Amounts recognised as distributions to equity holders in the period: | ||
| Final dividend for the year ended 31 December 2012 of 0.85 pence (year ended 31 December 2011: 0.60 pence) per share |
794 | 560 |
| Interim dividend for the year ended 31 December 2013 of 0.50 pence (year ended 31 December 2012: 0.40 pence) per share |
466 | 374 |
| 1,260 | 934 | |
| Proposed final dividend for the year ended 31 December 2013 of 1.10 pence (year ended 31 December 2012: 0.85 pence) per share |
1,031 | 796 |
The interim dividend for 2013 was approved by the Board on 12 August 2013 and was paid on 18 October 2013 to ordinary shareholders who were on the register on 20 September 2013.
The Board is recommending a final dividend of 1.10p per share. This dividend will be paid on 11 July 2014 to shareholders on the register at 13 June 2014.
The proposed final dividend is subject to approval by shareholders at the Annual General Meeting and has therefore not been included as a liability in these financial statements.
Discontinued operations include the Health & Government, Resourcing and Communications businesses which were disposed of during 2010 and 2011. The Resourcing and Communications sales were trade and asset deals and so there continue to be transactions, for example as leases associated with those businesses wind down. The results of the discontinued operations which have been included in the consolidated income statement were as follows:
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Operating profit before exceptional credits | 13 | 369 |
| Exceptional credits | 712 | 433 |
| Operating profit | 725 | 802 |
| Attributable tax (charge)/credit | (54) | 556 |
| Profit on disposal of discontinued operations | 117 | 407 |
| Net profit attributable to discontinued operations | 788 | 1,765 |
| Operating cash flows for discontinued operations | 446 | (1,213) |
| Investing cash flows for discontinued operations | 638 | 1,542 |
| Total cash flows for discontinued operations | 1,084 | 329 |
Earnings per share and diluted earnings per share are calculated by reference to a weighted average number of ordinary shares calculated as follows:
| 2013 | 2012 | |
|---|---|---|
| thousands | thousands | |
| Weighted average number of shares outstanding: | ||
| Basic weighted average number of shares in issue | 93,696 | 93,696 |
| Employee share options | – | – |
| Weighted average number of shares outstanding for dilution calculations | 93,696 | 93,696 |
Diluted earnings per share only reflects the dilutive effect of share options for which performance criteria have been met. Current share incentive schemes vest based on cumulative EPS for a three year period with the earliest vesting based on the Group's results for the three years to 31 December 2013. 49% of the 3,016,300 share options that were issued in 2011 meet the performance criteria and are included as dilutive options this year. However, as the vesting criteria were only met at the end of 2013, the weighted average number of these shares measured across the whole year for dilution calculations is nil.
The maximum number of potentially dilutive shares excluding the 2011 grant, based on options that have been granted but have not yet met vesting criteria, is 3,521,109 (2012: 5,719,281).
The adjusted basic and diluted earnings per share figures shown on the consolidated income statement on page 76 are included as the Directors believe that they provide a better understanding of the underlying trading performance of the Group. A reconciliation of how these figures are calculated is set out below:
| 2013 | 2012 | |
|---|---|---|
| £'000 | £'000 | |
| Earnings | ||
| From continuing operations | ||
| Net profit from continuing operations attributable to equity holders of the parent | 10,777 | 7,959 |
| Earnings per share | ||
| Basic and diluted | 11.5p | 8.5p |
| From continuing and discontinued operations | ||
| Net profit from continuing and discontinued operations attributable to equity holders of the parent | 11,565 | 9,724 |
| Earnings per share | ||
| Basic and diluted | 12.3p | 10.4p |
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| From discontinued operations | ||
| Net profit from continuing and discontinued operations attributable to equity holders of the parent | 788 | 1,765 |
| Earnings per share | ||
| Basic and diluted | 0.8p | 1.9p |
| 2013 £'000 |
2012 £'000 |
|
| Adjusted earnings | ||
| From continuing operations | ||
| Net profit from continuing operations attributable to equity holders of the parent | 10,777 | 7,959 |
| Amortisation of IFRS 3 intangibles (net of tax) | 177 | 18 |
| Unwinding of discount on deferred contingent consideration | 350 | – |
| Closed businesses (net of tax) | – | 610 |
| Exceptional costs (net of tax) | 20 | 1,166 |
| Financial instruments charge (net of tax) | 348 | 453 |
| Adjusted earnings | 11,672 | 10,206 |
| Adjusted earnings per share | ||
| Basic and diluted | 12.5p | 10.9p |
| From continuing and discontinued operations | ||
| Net profit from continuing and discontinued operations attributable to equity holders of the parent | 11,565 | 9,724 |
| Amortisation of IFRS 3 intangibles (net of tax) | 177 | 18 |
| Unwinding of discount on deferred contingent consideration | 350 | – |
| Closed businesses (net of tax) | (13) | 610 |
| Exceptional (credits)/costs (net of tax) | (638) | 733 |
| Profit on disposal of discontinued operations and associated tax adjustments | (117) | (407) |
| Financial instruments charge (net of tax) | 348 | 453 |
| Adjusted earnings | 11,672 | 11,131 |
| Adjusted earnings per share | ||
| Basic and diluted | 12.5p | 11.9p |
| From discontinued operations | ||
| Net profit from discontinued operations attributable to equity holders of the parent | 788 | 1,765 |
| Closed businesses | (13) | – |
| Exceptional credits (net of tax) | (658) | (433) |
| Profit on disposal of discontinued operations and associated tax adjustments | (117) | (407) |
| Adjusted earnings | – | 925 |
| Adjusted earnings per share | ||
| Basic and diluted | – | 1.0p |
| 2013 £'000 |
2012 £'000 |
2011 £'000 |
|
|---|---|---|---|
| Cost | |||
| At beginning of year | 102,196 | 102,196 | 259,605 |
| Additions | 6,036 | – | – |
| Disposals | – | – | (157,409) |
| At end of year | 108,232 | 102,196 | 102,196 |
| Accumulated impairment losses | |||
| At beginning of year | 29,580 | 29,580 | 164,489 |
| Disposals | – | – | (134,909) |
| At end of year | 29,580 | 29,580 | 29,580 |
| Net book value | |||
| At end of year | 78,652 | 72,616 | 72,616 |
| At beginning of year | 72,616 | 72,616 | 95,116 |
Goodwill acquired in a business combination is allocated, at acquisition, to the cash-generating units (CGUs) that are expected to benefit from the business combination. The carrying amount of goodwill has been allocated as follows, with the change during 2012 made to reflect an internal reorganisation:
| 2013 £'000 |
2012 £'000 |
2011 £'000 |
|
|---|---|---|---|
| Systems | 42,113 | 37,520 | 42,430 |
| Solutions (comprising two CGUs) | 36,539 | 35,096 | 30,186 |
| 78,652 | 72,616 | 72,616 |
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired.
The recoverable amounts of the Systems and Solutions CGU groups are determined from value in use calculations. The key assumptions for the value in use calculations are those regarding the discount rates, short to medium-term trading performance, longer-term growth rates and expected changes to selling prices, sales volumes and direct costs during the period. Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGUs. Changes in selling prices, sales volumes and direct costs are based on past practices and expectations of future changes in the market.
The Group prepares cash flow forecasts derived from the most recent financial budgets approved by the Board for the next two years and has extrapolated cash flows in perpetuity based on an estimated growth rate of 2%. This rate does not exceed the average long-term growth rate for the relevant markets and reflects the ongoing caution in the market. All Tribal's CGUs operate in the same industry sectors and markets around the world. Therefore discount rates for each of the CGUs are considered to be 14% (2012: 11%) which represents a reasonable rate for the market participants in this sector.
The goodwill has not been impaired. The Group has conducted a sensitivity analysis on the impairment test for each CGU group's carrying value. For the Systems division, a reduction in the operating profit in each of the forecast years by 52% would result in the carrying value of goodwill being reduced to its recoverable amount. The equivalent figure for the Solutions group of CGUs is 31%. In forming our opinion on goodwill impairment in respect of the Solutions group of CGUs we have assumed that the Ofsted contracts, which expire in August 2015, will be renewed on broadly similar terms or that we generate other equivalent revenues to mitigate the impact of losing these contracts.
During the year to 31 December 2013, goodwill of £6.0m has been created from the acquisition of International Graduate Insight Group Limited. This consideration in excess of the identifiable separable net assets represents collective knowledge and experience of the staff in place at the time of the acquisition and market synergies specific to Tribal around the potential to collaborate with other business units within Tribal to improve the quality and scope, as well as market penetration, of existing offerings.
| Customer | |||
|---|---|---|---|
| and contract | Development | Business | |
| pipeline | costs | systems | Total |
| £'000 | |||
| 2,446 | 10,685 | 4,349 | 17,480 |
| – | 6,188 | – | 6,188 |
| 2,446 | 16,873 | 4,349 | 23,668 |
| – | 1,098 | – | 1,098 |
| 1,339 | 6,903 | 91 | 8,333 |
| 3,785 | 24,874 | 4,440 | 33,099 |
| 2,363 | 6,645 | 2,817 | 11,825 |
| 24 | 1,268 | 356 | 1,648 |
| 2,387 | 7,913 | 3,173 | 13,473 |
| 231 | 2,057 | 356 | 2,644 |
| - | 250 | - | 250 |
| 2,618 | 10,220 | 3,529 | 16,367 |
| 1,167 | 14,654 | 911 | 16,732 |
| 59 | 8,960 | 1,176 | 10,195 |
| 83 | 4,040 | 1,532 | 5,655 |
| relationships £'000 |
£'000 | £'000 |
Customer relationships and contract pipeline have arisen from acquisitions, and are amortised over their estimated useful lives, which on average is five years. As at 31 December 2013, the total net book value is made up of £1.2m relating to customer relationships (2012: £0.1m, 2011: £0.1m) and £0.1m relating to contract pipeline (2012: £nil, 2011: £nil).
The amortisation period for development costs incurred on the Group's software development and product development is three to five years, based on the expected life-cycle of the product.
The Group's corporate business systems software is amortised over an average of five years from the date it first comes into use.
The amortisation for development costs is included within cost of sales. The amortisation for customer relationships, contract pipeline and business systems is included within administrative expenses.
During the year, £1.1m of software development cost, previously included in inventories in connection with the SALM programme, have been reclassified to other intangible assets because the related functionality forms part of our core product development strategy and meets the relevant requirements under IAS 38 'Intangible Assets'.
| Fixtures, fittings |
|||
|---|---|---|---|
| Leasehold | and other | ||
| buildings £'000 |
equipment £'000 |
Total £'000 |
|
| Cost | |||
| At 1 January 2012 | 1,754 | 6,603 | 8,357 |
| Additions | 510 | 1,668 | 2,178 |
| Disposals | – | (221) | (221) |
| At 1 January 2013 | 2,264 | 8,050 | 10,314 |
| Additions | 169 | 1,383 | 1,552 |
| Acquisition of subsidiary | – | 111 | 111 |
| Disposals | – | (5,708) | (5,708) |
| At 31 December 2013 | 2,433 | 3,836 | 6,269 |
| Accumulated depreciation and impairment | |||
| At 1 January 2012 | 996 | 4,785 | 5,781 |
| Charge for the year | 275 | 1,350 | 1,625 |
| Disposals | – | (238) | (238) |
| At 1 January 2013 | 1,271 | 5,897 | 7,168 |
| Charge for the year | 263 | 1,444 | 1,707 |
| Disposals | – | (5,708) | (5,708) |
| Exchange differences | 1 | 16 | 17 |
| At 31 December 2013 | 1,535 | 1,649 | 3,184 |
| Net book value | |||
| At 31 December 2013 | 898 | 2,187 | 3,085 |
| At 31 December 2012 | 993 | 2,153 | 3,146 |
| At 31 December 2011 | 758 | 1,818 | 2,576 |
Available-for-sale investments carried at fair value:
| 2013 £'000 |
2012 £'000 |
2011 £'000 |
|
|---|---|---|---|
| Cost | |||
| At beginning and end of period | 1 | 1 | 1 |
The Directors have considered the value of the above investments and are satisfied that the aggregate value of the investments is not less than their carrying value.
| 2013 £'000 |
2012 £'000 |
2011 £'000 |
|
|---|---|---|---|
| Work in progress | 363 | 1,655 | 115 |
| Finished goods and goods for resale | 351 | 276 | 218 |
| 714 | 1,931 | 333 |
During the year, £1.1m of software development cost, previously included in inventories in connection with the SALM programme, have been reclassified to other intangible assets because the related functionality forms part of our core product development strategy and meets the relevant requirements under IAS 38 'Intangible Assets' (see note 16).
| 2013 £'000 |
2012 £'000 |
2011 £'000 |
|
|---|---|---|---|
| Amounts receivable for the sale of goods and services | 18,492 | 16,823 | 12,024 |
| Allowance for doubtful debts | (216) | (287) | (1,178) |
| 18,276 | 16,536 | 10,846 | |
| Amounts recoverable on contracts | 270 | 812 | 228 |
| Other receivables | 283 | 903 | 3,605 |
| Prepayments | 2,705 | 2,353 | 2,556 |
| Accrued income | 7,381 | 7,621 | 6,088 |
| 28,915 | 28,225 | 23,323 |
The Group's principal financial assets are cash and cash equivalents and trade and other receivables which represent the Group's maximum exposure to credit risk in relation to financial assets. The Group's credit risk is primarily related to its trade receivables. The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.
Other receivables includes amounts of £nil (2012: £0.2m) which are due in more than one year.
Trade receivables are measured at amortised cost. The average credit terms on sales is 30 days (2012: 30 days). The Group sells the majority of its services to the public sector or related bodies and institutions, and as such there is a low incidence of default. All overdue debts are assessed on an individual basis and a provision for irrecoverable amounts is determined by reference to specific circumstances and past default experience.
Included in the Group's trade receivable balance are debtors with a carrying amount of £5.2m (2012: £3.4m, 2011: £3.5m), which are past due at the reporting date and which have not been impaired, as there has not been a significant change in the credit quality and the Group believes that the amounts are still recoverable. The Group does not hold any collateral over these balances.
Of the total trade receivables balance at the end of the year, £8.1m (2012: £5.6m) is due from one customer. There are no other customers that represent more than 5 percent of the total balance of trade receivables. The average age of receivables is 42 days (2012: 41 days).
Ageing of past due but not impaired receivables:
| 2013 £'000 |
2012 £'000 |
2011 £'000 |
|
|---|---|---|---|
| 30–60 days | 3,707 | 1,984 | 2,292 |
| 60–90 days | 829 | 865 | 624 |
| 90–120 days | 568 | 404 | 99 |
| 120+ days | 92 | 160 | 490 |
| Total | 5,196 | 3,413 | 3,505 |
Movement in the allowance for doubtful debts:
| 2013 £'000 |
2012 £'000 |
2011 £'000 |
|
|---|---|---|---|
| Balance at the beginning of the year | 287 | 1,178 | 860 |
| Discontinued operations | – | – | (469) |
| Amounts written off during the year | (34) | (58) | (251) |
| Recognised in the income statement | (37) | (833) | 888 |
| Transferred from assets held for sale | – | – | 150 |
| Balance at the end of the year | 216 | 287 | 1,178 |
In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable from the date the credit was initially granted up to the reporting date. The Group's credit risk is relatively low because a high proportion of trade or other receivables have sovereign or close to sovereign credit rating. Accordingly, the Directors believe that there is no further credit provision required in excess of the allowance for doubtful debts.
Ageing of impaired trade receivables:
| 2013 £'000 |
2012 £'000 |
2011 £'000 |
|
|---|---|---|---|
| 30–60 days | 16 | 26 | 36 |
| 60–90 days | 5 | 5 | 40 |
| 90–120 days | 35 | 18 | 58 |
| 120+ days | 160 | 238 | 1,044 |
| Total | 216 | 287 | 1,178 |
The Directors consider that the carrying amount of trade and other receivables approximates their fair value.
At the end of 2013, trade and other receivables included amounts due from contract customers of £6,576,000 (2012: £5,461,000, 2011: £806,000) and trade and other payables included amounts due from contract customers of £3,082,000 (2012: £4,890,000, 2011: £480,000).
| 2013 £'000 |
2012 £'000 |
2011 £'000 |
|
|---|---|---|---|
| Contract costs incurred plus recognised profits less recognised losses to date | 10,622 | 5,779 | 2,372 |
| Less: progress billings | (9,256) | (10,782) | (2,496) |
| 1,366 | (5,003) | (124) |
At 31 December 2013, retentions held by customers for contract work amounted to £194,000 (2012: 714,000, 2011: £650,000).
There are no amounts included in trade and other receivables arising from long-term contracts due for settlement after more than 12 months.
Cash and cash equivalents of £7.6m (2012: £8.4m, 2011: £6.5m) comprise cash held by the Group and short-term bank deposits with an original maturity of three months or less. The carrying amount of these assets approximates their fair value. The cash figure is net of gross overdrawn accounts totalling £7.3m (2012: £0.9m).
Of the above balance, £4.8m (2012: £0.8m, 2011: £0.5m) represents funds restricted in use by the relevant commercial terms of certain trading contracts. These terms have been complied with. In the prior year, an additional £0.6m related to funds held by solicitors on behalf of the Group in escrow accounts. There is no equivalent balance at the end of 2013.
| 2013 £'000 |
2012 £'000 |
2011 £'000 |
|
|---|---|---|---|
| Trade payables | 3,000 | 3,284 | 4,241 |
| Other taxation and social security | 4,558 | 3,349 | 2,587 |
| Other payables | 4,880 | 1,009 | 1,953 |
| 12,438 | 7,642 | 8,781 |
The average credit period taken for trade purchases is 23 days (2012: 24 days).
For most suppliers, no interest is charged on the trade payables for the first 30 days from the date of invoice. Thereafter, interest may be charged on the outstanding balances due to certain suppliers at various interest rates. The Group has financial risk management policies in place, to ensure that all payables are paid within a reasonable timeframe. The Directors consider that the carrying amount of trade and other payables approximates their fair value.
At 31 December 2013, there were bank loans (maturing in the second to fith years inclusive) of £12.1m (2012: £18.3m, 2011: £22.5m) net of unamortised loan arrangement fees of £0.4m (2012: £0.7m, 2011: £1.0m). The Directors estimate that these are the fair value of the Group's borrowings. The bank loans are all denominated in UK sterling at floating rates.
At 31 December 2013, the weighted average interest rate paid was 2.8% (2012: 2.7%, 2011: 5.4%).
There were £17.5m (2012: £11.0m) undrawn committed borrowing facilities at 31 December 2013, which were due to expire in February 2015. The Group also had cash balances of £7.6m (2012: £8.4m) (see note 22), giving net debt at the year end of £4.6m (2012: £9.9m). In addition, at the year-end there was a £5m undrawn overdraft facility giving underlying headroom of £30.1m (2012: £24.4m).
At the year-end, a £30m bank loan was available under a revolving facility until February 2015. During January 2014, this has been refinanced such that the Group now has a revolving facility of £40m committed until June 2018, with a further £10m available on a non-committed basis under an accordion arrangement.
The interest rate is reset for a period of one, three or six months at LIBOR plus a variable margin determined by covenant calculations. The rate is managed through interest rate swaps where appropriate. At 31 December 2013, the amount drawn down (net of bank arrangement fees) was £12.1m (2012: £18.3m). The loan is secured by way of a fixed and floating charge over the assets of the Group.
| 2013 £'000 |
2012 £'000 |
2011 £'000 |
|
|---|---|---|---|
| At beginning of year | 1,682 | 3,858 | 525 |
| Reduction in provision in year | (828) | (423) | – |
| On acquisition of subsidiary | 3,962 | – | – |
| Unwinding of discount on deferred contingent consideration | 350 | – | – |
| Reclassification from accruals | – | – | 3,350 |
| Utilisation of provision | (339) | (1,753) | (17) |
| At end of year | 4,827 | 1,682 | 3,858 |
See note 32 for further details of the provision arising on acquisition.
The provisions are split as follows:
| 2013 £'000 |
2012 £'000 |
2011 £'000 |
|
|---|---|---|---|
| Future lease costs | 6 | 1,174 | 3,350 |
| Deferred contigent consideration | 4,313 | – | – |
| Potential litigation claims | 508 | 508 | 508 |
| Total | 4,827 | 1,682 | 3,858 |
| Less than one year: | 2013 £'000 |
2012 £'000 |
2011 £'000 |
| Future lease costs | 6 | 651 | 1,911 |
| Deferred contingent consideration | 2,782 | – | – |
| Potential litigation claims | 508 | 508 | 508 |
| Total | 3,296 | 1,159 | 2,419 |
| 2013 | 2012 | 2011 | |
| More than one year: | £'000 | £'000 | £'000 |
| Future lease costs | – | 523 | 1,439 |
| Deferred contingent consideration | 1,531 | – | – |
| Total | 1,531 | 523 | 1,439 |
The provisions for future lease costs relate to properties vacated as part of the restructuring undertaken by the Group, following the sale of the Health and Government, Resourcing and Communications businesses during 2011 and 2010.
The potential litigation claims are expected to be resolved within one year and are therefore shown within current liabilities. However, it is possible that these claims may take longer to resolve, or the Group may not be promptly notified that the claim has been dropped. The claim may be settled at amounts higher or lower than that provided, depending on the outcome of commercial or legal arguments. The provision made is management's best estimate of the Group's liability based on past experience, commercial judgement and legal advice. Further details are contained in note 36.
The amounts provided for deferred tax and the amounts for which credit has been taken are set out below:
| 2013 £'000 |
2012 £'000 |
2011 £'000 |
|
|---|---|---|---|
| Deferred tax assets | |||
| Retirement benefit schemes | – | 190 | 135 |
| Depreciation in excess of capital allowances | 1,070 | 1,305 | 1,066 |
| Other timing differences | 314 | 207 | 53 |
| Share-based payments | 825 | 227 | 153 |
| Derivative financial instruments | – | 104 | 254 |
| 2,209 | 2,033 | 1,661 | |
| Deferred tax liabilities | |||
| Intangible assets | (234) | – | (33) |
| Retirement benefit schemes | (155) | – | – |
| Leasehold property not qualifying for tax allowances | – | – | (145) |
| (389) | – | (178) | |
| 1,820 | 2,033 | 1,483 |
The Directors are of the opinion, based on currently available forecasts, that these timing differences will reverse in the near future and when they do there will be sufficient taxable profits. Accordingly, the Directors believe that it is more likely than not that the deferred tax assets will be recoverable.
The movement in deferred tax assets and liabilities during the year was as follows:
| Temporary differences on non-current assets £'000 |
Retirement benefit schemes £'000 |
Derivative financial instruments £'000 |
Other temporary differences £'000 |
Total £'000 |
|
|---|---|---|---|---|---|
| At 1 January 2013 | 1,305 | 190 | 104 | 434 | 2,033 |
| Acquisitions | (6) | – | – | (286) | (292) |
| Foreign exchange differences | – | – | – | (7) | (7) |
| (Debit)/credit to income statement | (229) | 87 | – | 310 | 168 |
| Items taken directly to equity | - | (432) | (104) | 454 | (82) |
| At 31 December 2013 | 1,070 | (155) | – | 905 | 1,820 |
The movement in deferred tax assets and liabilities during the previous year was as follows:
| Temporary differences on non-current assets £'000 |
Retirement benefit schemes £'000 |
Derivative financial instruments £'000 |
Other temporary differences £'000 |
Total £'000 |
|
|---|---|---|---|---|---|
| At 1 January 2012 | 921 | 135 | 254 | 173 | 1,483 |
| Credit to income statement | 384 | 6 | – | 19 | 409 |
| Items taken directly to equity | – | 49 | (150) | 242 | 141 |
| At 31 December 2012 | 1,305 | 190 | 104 | 434 | 2,033 |
The Group recognised that the following charges/(credits) related to equity-settled share-based payment transactions:
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Continuing operations | ||
| LTIP | 782 | 382 |
| SAYE | (2) | (16) |
| Total | 780 | 366 |
Awards made to eligible employees under the LTIP are nil cost options with an award period of four years. Generally the extent to which an award vests is measured by reference to the growth of the Group's adjusted diluted earnings per share over the performance period of three financial years.
The SAYE scheme provides for a purchase price equal to mid market value at date of grant. The 2008 SAYE scheme was granted at a discount to market value of 20% and was available as a three, five or seven-year scheme. There have not been any SAYE grants in the current or prior year.
Options outstanding during the year are as follows:
| ESOS | LTIP | SAYE | ||||
|---|---|---|---|---|---|---|
| Weighted | Weighted | Weighted | ||||
| Number of options thousands |
average exercise price |
Number of options thousands |
average exercise price |
Number of options thousands |
average exercise price |
|
| Outstanding at 1 January 2013 | 49 | £3.05 | 5,670 | £nil | 34 | £1.08 |
| Exercised during the year | – | – | – | – | (13) | £1.08 |
| Granted during the year | – | – | 883 | £nil | – | – |
| Lapsed during the year | (44) | £3.16 | (1,571) | £nil | – | – |
| Outstanding at 31 December 2013 | 5 | £1.96 | 4,982 | £nil | 21 | £1.08 |
| Exercisable at 31 December 2013 | 5 | £1.96 | – | – | 7 | £1.08 |
| Weighted average remaining contractual life (years) | 0.2 | – | 8.24 | – | 1.4 | – |
| Weighted average share price at date of exercise | – | – | – | – | – | – |
Share options outstanding at the year-end have the following exercise prices: ESOS: £1.96, LTIP: £nil and SAYE: £1.08.
For the year ended 31 December 2013, the Group has used an adjusted Black-Scholes valuation model, in order to incorporate a discount factor into the fair value to reflect the market-based performance condition of the LTIP grant. The following table sets out the information about how the fair value of the grant is calculated:
| LTIP 31 December 2013 |
|
|---|---|
| Date of grant | March 2013 |
| Share price | £1.49 |
| Exercise price | £nil |
| Expected dividend yield | 1.2% |
| Risk-free interest rate | 0.37% |
| Expected volatility | 55.3% |
| Term (years) | 3.0 |
| Option fair value | £1.43 |
The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
Expected volatility was determined by calculating the historical volatility of the Group's share price over the term commensurate with the expected term immediately prior to the date of grant (i.e. three years for the LTIP award).
There have been no options over shares that have not been recognised in accordance with IFRS 2.
| 2013 £'000 |
2012 £'000 |
2011 £'000 |
||||
|---|---|---|---|---|---|---|
| Authorised | ||||||
| 125,000,000 (2012: 125,000,000; 2011: 125,000,000) ordinary shares of 5p each | 6,250 | 6,250 | 6,250 | |||
| 2013 | 2013 | 2012 | 2012 | 2011 | 2011 | |
| number | £'000 | number | £'000 | number | £'000 | |
| Allotted, called up and fully paid | ||||||
| At beginning and end of the year | 93,695,985 | 4,685 | 93,695,985 | 4,685 | 93,695,985 | 4,685 |
The Company has one class of ordinary shares which carry no right to fixed income.
| Share-based | ||||||
|---|---|---|---|---|---|---|
| Capital reserve £'000 |
Merger reserve £'000 |
Own share reserve £'000 |
payment reserve £'000 |
Hedging reserve £'000 |
Total £'000 |
|
| At 31 December 2010 | 9,545 | 18,033 | (984) | 472 | (820) | 26,246 |
| Net expense recognised directly in equity | – | – | – | – | 169 | 169 |
| Movement in relation to share-based payment | – | – | 216 | (386) | – | (170) |
| At 31 December 2011 | 9,545 | 18,033 | (768) | 86 | (651) | 26,245 |
| Net credit recognised directly in equity | – | – | – | – | 302 | 302 |
| Movement in relation to share-based payment | – | – | – | 366 | – | 366 |
| At 31 December 2012 | 9,545 | 18,033 | (768) | 452 | (349) | 26,913 |
| Net credit recognised directly in equity | – | – | – | – | 349 | 349 |
| Movement in relation to share-based payment | – | – | – | 780 | – | 780 |
| At 31 December 2013 | 9,545 | 18,033 | (768) | 1,232 | – | 28,042 |
The capital reserve of £9.5m (2012: £9.5m) resulted from a share exchange when Tribal Group plc was listed in February 2001.
The merger reserve of £18.0m (2012: £18.0m) relates to the premium arising on shares issued subject to the provisions of section 612 of the Companies Act 2006 (previously section 131 of the Companies Act 1985), net of cumulative goodwill impairment of £52.0m (2012: £52.0m) in respect of related acquisitions deemed to be impaired.
The own share reserve of £0.8m (2012: £0.8m) represents the cost of 392,892 shares (2012: 392,892) in Tribal Group plc held by the Employee Share Ownership Trust to satisfy certain options under the Group's share option schemes. In the year ended 31 December 2013, no shares (2012: nil) were disposed of on exercise of options.
The share-based payment reserve represents the reserve arising from the application of IFRS 2.
The hedging reserve represents movements relating to cash flow hedges net of deferred tax.
| 2013 £'000 |
2012 £'000 |
2011 £'000 |
|
|---|---|---|---|
| At beginning of the year | 24,345 | 14,957 | 38,824 |
| Profit/(loss) for the year | 11,565 | 9,724 | (22,439) |
| Dividends | (1,260) | (934) | (980) |
| Net income/(expense) recognised directly in equity | 853 | 598 | (448) |
| At end of the year | 35,503 | 24,345 | 14,957 |
There are no capital commitments at 31 December 2013 (2012: £nil).
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| The Group as lessee | ||
| Minimum lease payments under operating leases recognised as an expense in the year | 1,589 | 1,798 |
At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases which fall due as follows:
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Within one year | 183 | 193 |
| In the second to fifth years inclusive | 3,079 | 2,578 |
| After five years | – | 2,227 |
| 3,262 | 4,998 |
Operating lease payments mainly represent rentals payable by the Group for certain of its office properties. Leases are negotiated for an average term of five years and rentals are fixed for an average of three years.
The Group has sub-let certain properties previously used in its discontinued businesses, with rental income earned during the year totalling £117,500 (2012: £1,125,000). By the balance sheet date, these had ceased and therefore at the year-end, the Group had no contracts with tenants for lease payments (2012: £35,000 within one year).
On 2 January 2013, the Group acquired 100% of the issued share capital of International Graduate Insight Group Limited, a company which carries out education related benchmarking and analytics services.
This transaction has been accounted for by the purchase method of accounting. The total cost of acquisition is £8.1m. This comprised an initial cash consideration of £3.5m and a deferred consideration of £4.6m (the discounted figure at acquisition being £4.0m) which is payable based on the future profits of the acquired business. At the year-end, the equivalent figure was £4.3m.
Deferred consideration that becomes due shall be satisfied in the period January 2013 to March 2016.
The maximum amount payable is £8.1m.
The carrying amount of each class of International Graduate Insight Group Limited's assets before combination is set out below:
| Book value £'000 |
Provisional fair value adjustments £'000 |
Acquisition adjustments £'000 |
Provisional fair value £'000 |
|
|---|---|---|---|---|
| Intangible assets | – | 1,339 | – | 1,339 |
| Tangible assets | 151 | – | (40) | 111 |
| Trade and other receivables | 457 | – | (74) | 383 |
| Cash and cash equivalents | 929 | – | – | 929 |
| Trade and other payables | (1,151) | – | 57 | (1,094) |
| Deferred tax liabilities | (22) | (287) | 17 | (292) |
| Net assets/(liabilities) acquired | 364 | 1,052 | (40) | 1,376 |
| Goodwill arising on acquisition | 6,036 | |||
| Consideration | 7,412 | |||
| Satisfied by: | ||||
| Initial cash consideration | 3,450 | |||
| Deferred cash consideration for performance related consideration | 3,962 | |||
| 7,412 |
The cash consideration paid by Tribal to date of £3.5m was satisfied out of the cash reserves of the Group. The net cash outflow from the acquisition, after taking account of the cash acquired, was £2.5m.
The goodwill arising on the acquisition is attributable to the anticipated profitability of the distribution of the Group's products and services in the new markets. None of the goodwill is expected to be deductible for income tax purposes.
Intangible assets arising on acquisition are in respect of the contract pipeline, £0.1m, and customer relationships, £1.2m (see note 16).
International Graduate Insight Group Limited contributed £3.1m revenue and operating profit of £0.9m to the Group for the period between the date of acquisition and the balance sheet date.
Acquisition related costs amounted to £0.1m.
The Group operates a number of defined contribution and defined benefit pension schemes within individual subsidiaries and contributes to certain employees' personal pension plans. The pension charge for the year ended 31 December 2013 was £3,013,000 (2012: £3,339,000), of which £1,359,000 (2012: £1,564,000) related to defined contribution schemes and £1,654,000 (2012: £1,775,000) to defined benefit schemes.
Contributions amounting to £581,000 (2012: £346,000) were payable to the funds at the year end and are included in current liabilities.
At 31 December 2013, the Group operated three defined benefit pension schemes for the benefit of certain employees of its subsidiaries in the UK.
Tribal Technology Limited, a Group subsidiary, participates in the TfL Pension Fund (formerly LRT pension fund), which is a defined benefit arrangement. The last full actuarial valuation of this scheme was carried out by a qualified independent actuary as at 31 March 2012.
The Tribal Technology section of the TfL Pension Fund had one active member at the year-end. Employer contributions amounting to £nil were paid in the year ended 31 December 2013 (2012: £21,000). The accounting figures have been calculated using the valuation as at 31 March 2012, updated on an approximate basis to 31 December 2013 by a qualified independent actuary.
Tribal Education Limited, a Group subsidiary, participates in the Prudential Platinum Pension Fund, which is a defined benefit arrangement. The last full actuarial valuation of this scheme was carried out by a qualified independent actuary as at 31 December 2012.
The Tribal Education section of the Prudential Platinum Pension Fund had three active members at the year-end. Employer contributions amounting to £42,000 were paid in the year ended 31 December 2013 (2012: £27,000). The accounting figures have been calculated using the valuation as at 31 December 2012, updated on an approximate basis to 31 December 2013 by a qualified independent actuary.
Tribal Education Limited, a Group subsidiary, participates in the Federated Pension Plan, which is a defined benefit arrangement. This scheme was created on 1 August 2010 and was established to accommodate employees who transferred into the company as a result of the Group being awarded the Ofsted Early Years contract. The last full actuarial valuation of this scheme was carried out by a qualified independent actuary as at 5 April 2012.
The Tribal Education section of the Federated Pension Plan had 118 active members at the year-end. Employer contributions amounting to £1,245,000 were paid in the year ended 31 December 2013 (2012: £1,558,000). The accounting figures have been calculated using the valuation as at 5 April 2012, updated on an approximate basis to 31 December 2013 by a qualified independent actuary.
The assets of the funds have been taken at market value and the actuarial assumptions used to calculate scheme liabilities under IAS 19 'Employee Benefits' are:
| 2013 | 2012 | 2011 | |
|---|---|---|---|
| % per annum | % per annum | % per annum | |
| Inflation | 3.50 | 2.70–2.90 | 2.50–3.00 |
| Salary increases | 1.00–5.00 | 3.00–3.70 | 3.50–4.00 |
| Rate of discount | 4.40 | 4.50 | 4.70 |
| Pension in payment increases | 2.50–3.50 | 2.70–2.90 | 2.50–3.00 |
The mortality assumptions adopted at 31 December 2013 imply the following life expectations:
| Males | Females | |
|---|---|---|
| Aged 60 in 2013 | 27.5 | 29.8 |
| Aged 60 in 2033 | 30.3 | 32.3 |
The analysis of the schemes' assets at the balance sheet date was as follows:
| 2013 | 2012 | 2011 | |
|---|---|---|---|
| £'000 | £'000 | £'000 | |
| Equities | 4,520 | 3,462 | 2,102 |
| Alternative assets | 24 | 18 | – |
| Corporate Bonds | 2,263 | 1,758 | 1,051 |
| Gilts | 33 | 28 | 25 |
| Cash | 96 | 133 | – |
| Total fair value of scheme assets | 6,936 | 5,399 | 3,178 |
The sensitivities regarding the principal assumptions used to measure the schemes' liabilities are set out below:
| Assumption | Change in assumption | Impact on scheme liabilities |
|---|---|---|
| Discount rate | Increase by 0.5% | Decrease by 11% |
| Rate of inflation | Increase by 0.5% | Decrease by 10% |
| Rate of salary growth | Increase by 0.5% | Increase by 2% |
| Rate of mortality | Increase by one year | Increase by 3% |
The amount included in the balance sheet arising from the Group's obligation in respect of its defined benefit schemes is as follows:
| 2013 £'000 |
2012 £'000 |
2011 £'000 |
|
|---|---|---|---|
| Present value of defined benefit obligations | (6,158) | (5,818) | (3,718) |
| Fair value of scheme assets | 6,936 | 5,399 | 3,178 |
| Surplus/(deficit) in schemes | 778 | (419) | (540) |
| Asset/(liability) recognised in the balance sheet | 778 | (419) | (540) |
Reconciliation of opening and closing balances of the fair value of scheme assets:
| 2013 £'000 |
2012 £'000 |
2011 £'000 |
|
|---|---|---|---|
| Fair value of scheme assets at beginning of year | 5,399 | 3,178 | 4,631 |
| Expected return on assets | 278 | 219 | 129 |
| Actuarial gains/(losses) | 383 | 324 | (5) |
| Contributions by employer | 1,287 | 1,606 | 1,831 |
| Contributions by scheme participants | 54 | 128 | 143 |
| Benefits paid | (117) | (56) | (53) |
| Settlements | (328) | – | – |
| Administration expenses | (20) | – | – |
| Sale of subsidiary | – | – | (3,498) |
| Fair value of scheme assets at end of year | 6,936 | 5,399 | 3,178 |
Reconciliation of opening and closing balances of the present value of the defined benefit obligations:
| 2013 £'000 |
2012 £'000 |
2011 £'000 |
|
|---|---|---|---|
| Defined benefit obligation at beginning of year | 5,818 | 3,718 | 5,790 |
| Current service cost | 1,632 | 1,819 | 1,971 |
| Interest cost | 300 | 175 | 128 |
| Contributions by scheme participants | 54 | 128 | 143 |
| Actuarial (gains)/losses | (1,029) | 34 | 170 |
| Benefits paid | (117) | (56) | (53) |
| Settlements | (500) | – | – |
| Sale of subsidiary | – | – | (4,431) |
| Defined benefit obligation at end of year | 6,158 | 5,818 | 3,718 |
The Group's contribution rate for 2013 was 22.05% to 26.9% (2012: 22%) of pensionable earnings for the TfL Pension Fund, 36.9% (2012: 30%) for the Prudential Platinum Fund and 32% to 39.9% (2012: 34% to 35%) for the Federated Pension Plan.
The Group expects to make contributions of £827,000 to the defined benefit schemes during the next financial year.
Analysis of amounts recognised in the consolidated income statement for the defined benefit schemes is as follows:
| 2013 £'000 |
2012 £'000 |
2011 £'000 |
|
|---|---|---|---|
| Current service cost | 1,632 | 1,819 | 1,971 |
| Recognised in arriving at operating profit | 1,632 | 1,819 | 1,971 |
| Other finance costs | |||
| Interest on pension scheme liabilities | 300 | 175 | 128 |
| Expected return on pension scheme assets | (278) | (219) | (129) |
| Net finance charge/(credit) | 22 | (44) | (1) |
| Total charge to income statement | 1,654 | 1,775 | 1,970 |
Analysis of actuarial gain/(loss) in the consolidated statement of comprehensive income:
| 2013 £'000 |
2012 £'000 |
2011 £'000 |
|
|---|---|---|---|
| Actual return less expected return on pension scheme assets | 383 | 324 | (5) |
| Experience gains and losses arising on the scheme liabilities | 1,391 | (54) | (151) |
| Changes in assumptions underlying the present value of scheme liabilities | (362) | 20 | (19) |
| Total actuarial gains and losses recognised in the consolidated statement of comprehensive income | 1,412 | 290 | (175) |
Cumulative actuarial profit recognised in the consolidated statement of comprehensive income since 1 April 2004 is £1,218,000 (2012: cumulative loss of £194,000).
The history of experience adjustments is as follows:
| 31 December 2013 £'000 |
31 December 2012 £'000 |
31 December 2011 £'000 |
31 December 2010 £'000 |
31 December 2009 £'000 |
|
|---|---|---|---|---|---|
| Present value of defined benefit obligations | (6,158) | (5,818) | (3,718) | (5,790) | (6,060) |
| Fair value of scheme assets | 6,936 | 5,399 | 3,178 | 4,631 | 3,917 |
| Surplus/(deficit) in the scheme | 778 | (419) | (540) | (1,159) | (2,143) |
| Experience adjustments arising on scheme assets: | |||||
| Amount | 383 | 324 | (5) | (160) | 398 |
| Percentage of the scheme assets | 6% | 6% | (0%) | (3%) | 10% |
| Experience adjustments arising on scheme liabilities: | |||||
| Amount | 1,391 | (54) | (151) | 569 | 8 |
| Percentage of the present value of the scheme liabilities | 23% | (1%) | (4%) | 10% | 0% |
No assets are invested in the Group's own financial instruments, properties or other assets used by the Group.
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Operating profit from continuing operations | 15,591 | 13,599 |
| Operating loss from closed businesses | (93) | (2,130) |
| 15,498 | 11,469 | |
| Operating profit from discontinued operations | 725 | 802 |
| Depreciation and impairment of property, plant and equipment | 1,707 | 1,625 |
| Amortisation and impairment of other intangible assets | 2,894 | 1,648 |
| Net pension (credit)/charge | (156) | 15 |
| Research and development tax credit | (322) | – |
| Share-based payments | 780 | 366 |
| Movement in deferred consideration | - | 50 |
| Operating cash flows before movements in working capital | 21,126 | 15,975 |
| Decrease/(increase) in inventories | 190 | (1,400) |
| Increase in receivables | (1,326) | (6,049) |
| Increase in payables | 824 | 8,229 |
| Net cash from operating activities before tax | 20,814 | 16,755 |
| Tax paid | (2,168) | (1,692) |
| Net cash from operating activities | 18,646 | 15,063 |
Net cash from operating activities before tax can be analysed as follows:
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Continuing operations (excluding restricted cash) | 16,413 | 17,083 |
| Increase in restricted cash | 3,955 | 885 |
| 20,368 | 17,968 | |
| Discontinued operations | 446 | (1,213) |
| 20,814 | 16,755 |
| 2013 £'000 |
2012 £'000 |
2011 £'000 |
|
|---|---|---|---|
| Cash and cash equivalents (note 22) | 7,555 | 8,424 | 6,524 |
| Syndicated bank facility (net of bank arrangement fees) | (12,114) | (18,274) | (22,503) |
| Net debt | (4,559) | (9,850) | (15,979) |
Analysis of changes in net debt:
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Opening net debt | (9,850) | (15,979) |
| Net (decrease)/increase in cash and cash equivalents | (323) | 1,927 |
| Effect of foreign exchange rate changes | (546) | (27) |
| Decrease in bank loans | 6,160 | 4,229 |
| Closing net debt | (4,559) | (9,850) |
The Group has received notification of a number of potential litigation claims, the majority of which relate to discontinued activities. On the basis of legal advice, claims are being robustly contested as to both liability and quantum. A provision of £0.5m (2012: £0.5m) has been made for defending these claims, where appropriate (see note 25).
A cross-guarantee exists between Group companies in respect of bank facilities totalling £5.9m (2012: £12.6m).
In addition, the Company and its subsidiaries have provided performance guarantees issued by its banks on its behalf, in the ordinary course of business, totalling £9.4m (2012: £6.9m). These are not expected to result in any material financial loss.
The Group manages its capital to ensure the entities in the Group will be able to continue as going concerns, while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 24, cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in notes 28 to 30.
The Gearing ratio at the year-end is as follows:
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Net debt | (4,559) | (9,850) |
| Equity | 68,230 | 55,943 |
| Net debt to equity ratio | 6.7% | 17.6% |
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 1 to the financial statements.
Categories of financial instruments
| 2013 £'000 |
2012 £'000 |
2011 £'000 |
|
|---|---|---|---|
| Financial assets | |||
| Loans and receivables (including cash and cash equivalents): | |||
| Cash | 7,555 | 8,424 | 6,524 |
| Trade receivables | 18,276 | 16,536 | 10,846 |
| 25,831 | 24,960 | 17,370 | |
| Financial liabilities | |||
| At amortised cost: | |||
| Trade payables | 3,000 | 3,284 | 4,241 |
| Bank loans and loan notes | 12,114 | 18,274 | 22,503 |
| 15,114 | 21,558 | 26,744 |
Treasury management is led by the Group finance team, which is responsible for managing the Group's exposure to financial risk. It operates within a defined set of policies and procedures reviewed and approved by the Board. This includes both foreign exchange risk and interest rate risk.
The Group's exposure to interest rate fluctuations on its interest-bearing assets and liabilities is selectively managed, using interest rate swaps where appropriate. This is an ongoing risk and the Board will continue with this policy.
The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
The Group operates mainly within the UK. Therefore, its market risk exposure is generally limited to changes in interest rates, although there is increasing exposure to overseas markets, particularly in Australasia. There have been no other significant changes to the Group's exposure to market risk, or the manner in which it manages and measures the risk.
The Group undertakes an increasing number of transactions denominated in foreign currencies. Here, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters and the Group enters into forward foreign exchange contracts where appropriate.
The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows:
| Assets | Liabilities | |||
|---|---|---|---|---|
| 31 December 2013 £'000 |
31 December 2012 £'000 |
31 December 2013 £'000 |
31 December 2012 £'000 |
|
| Euros | 1,194 | 1,086 | 21 | 96 |
| Australian Dollar | 187 | 1,632 | – | – |
| United States Dollar | 169 | 484 | 1 | 6 |
| Saudi Arabian Riyal | 205 | – | – | – |
| United Arab Emirates Dirham | 518 | 265 | 167 | 14 |
| Other | 44 | 89 | – | – |
| 2,317 | 3,556 | 189 | 116 |
The Group is mainly exposed to the US Dollar, the Euro and the Australian Dollar.
If Sterling were to strengthen or weaken by 25% against the relevant foreign currencies, the balances in the table above would give rise to an increase/reduction in profit of £521,000 (2012: £408,000). This sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period-end for a 25% change in foreign currency rates.
25% represents management's assessment of the reasonably possible change in foreign exchange rates, noting that the Australian Dollar to Sterling rate moved by approximately 20% during 2013.
The Group is exposed to interest rate risk because entities in the Group borrow funds at floating interest rates. The risk is managed by the Group maintaining an appropriate mix of borrowings and forward interest rate contracts, with a cap at 2% above base rate in place at the year-end until February 2015. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-effective hedging strategies are applied.
The Group's exposure to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.
The sensitivity analyses below have been determined based on the exposure to interest rates for both derivative and non-derivative instruments at the balance sheet date. For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the balance sheet date was outstanding for the whole year. A 1.0% increase or decrease is used when reporting interest rate risk internally to the Board and represents management's assessment of the reasonably possible change in interest rates. If interest rates had been 1.0% higher/lower and all other variables were held constant, the Group's profit for the year ended 31 December 2013 would decrease/increase by £22,000 (2012: decrease/increase by £61,000).
The Group's principal financial assets are cash and cash equivalents and trade and other receivables. The Group's credit risk is relatively low because a high proportion of trade and other receivables have a sovereign or close to sovereign rating. Of the total trade receivables balance at the end of the year, £8.1m (2012: £5.6m) is due from one customer. There are no other customers that represent more than 5 percent of the total balance of trade receivables.
The Group manages liquidity risk by maintaining adequate cash reserves and banking facilities, and by continuously monitoring forecast and actual cash flows. The Group has access to committed financing facilities; the total unused amount was £17.5m at the balance sheet date (2012: £11.0m). In addition, at the year-end, there was a £5.0m (2012: £5.0m) undrawn overdraft facility. The Group expects to meet its obligations from operating cash flows. The Group also had cash balances at 31 December 2013 of £7.6m (2012: £8.4m) as detailed in note 22. Net debt at the year-end was £4.6m (2012: £9.9m), giving underlying headroom at the balance sheet date of £30.1m (2012: £24.4m). During January 2014, this has been refinanced such that the Group now has a revolving facility of £40m committed until June 2018, with a further £10m available on a non-committed basis under an accordion arrangement.
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. No material contract or arrangement has been entered into during the year, nor subsisted at 31 December 2013, in which a director had a material interest.
The remuneration of the Directors, who are the key management personnel of the Group, is set out below in aggregate for each of the categories specified in IAS 24 'Related Party Disclosures'.
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Short-term employee benefits | 1,272 | 1,271 |
| Share-based payment | 501 | 261 |
| 1,773 | 1,532 |
Included within Directors' emoluments are pension costs of £63,000 (2012: £61,000) in respect of payments made to two (2012: two) Directors' individual defined contribution pension schemes. Disclosures on Directors' remuneration, share options, long-term incentive schemes, and pension contributions are contained in the Directors' remuneration section within the audited part of the Remuneration report and form part of these audited financial statements. Arrangements with the Group's pension schemes are set out in note 33.
The principal direct subsidiary undertakings at 31 December 2013 are shown below. The subsidiary undertakings are registered in the United Kingdom and prepare accounts to 31 December each year.
| Country of incorporation | Principal activity | Holding | |
|---|---|---|---|
| Tribal Education Limited | United Kingdom | Education related systems and solutions | 100% |
| Tribal Holdings Limited | United Kingdom | Holding company | 100% |
| International Graduate Insight Group | United Kingdom | Educational consultancy services | 100% |
| Tribal Group PTY Limited | Australia | Education related systems and solutions | 100% |
The proportion of voting rights held is equivalent to the equity shareholdings. Tribal Education Limited also operates a branch in New Zealand. Full details of related undertakings will be attached to the relevant company's Annual Return to be filed with the Registrar of Companies.
On 6 March 2014, the Group acquired the entire issued share capital of Sky Software Pty Limited ('Sky Software'), a company incorporated in Australia that provides cloud-based student management systems to the vocational and higher education markets in Australia, the Asia Pacific region and elsewhere in the world. Initial consideration is AUD4m, with up to a further AUD17m payable in deferred contingent consideration, dependent on the future earnings growth of the business over the period to December 2017. The unaudited loss before tax for Sky Software for the year ended 30 June 2013, restated in accordance with IFRS, was AUD0.6m, with gross assets of AUD4.5m.
During January 2014, the Group agreed a new loan facility which is committed until June 2018, subject to compliance with covenants. Under the terms of the facility, £40m is available under a revolving credit facility, with a further £10m available on a non-committed basis under an accordion arrangement.
The Board is recommending a final dividend of 1.10p per share. This dividend will be paid on 11 July 2014 to shareholders on the register at 13 June 2014.
| Note | 2013 £'000 |
2012 £'000 |
|||
|---|---|---|---|---|---|
| Fixed assets | |||||
| Investments | 42 | 68,023 | 64,084 | ||
| Current assets | |||||
| Debtors: amounts falling due within one year | 43 | 807 | 1,115 | ||
| Cash at bank and in hand | 100 | 100 | |||
| 907 | 1,215 | ||||
| Creditors: amounts falling due within one year | 44 | (30,216) | (23,033) | ||
| Net current liabilities | (29,309) | (21,818) | |||
| Total assets less current liabilities | 38,714 | 42,266 | |||
| Creditors: amounts falling due after more than one year | 45 | (4,114) | (10,274) | ||
| Net assets | 34,600 | 31,992 | |||
| Capital and reserves | |||||
| Called up share capital | 46 | 4,685 | 4,685 | ||
| Merger reserve | 47 | 18,032 | 18,032 | ||
| Hedging reserve | 47 | – | (349) | ||
| Own share reserve | 47 | (768) | (768) | ||
| Share-based payment reserve | 47 | 1,231 | 451 | ||
| Profit and loss account | 47 | 11,420 | 9,941 | ||
| Equity shareholders' funds | 34,600 | 31,992 |
Notes 41 to 48 form part of these financial statements.
The financial statements of Tribal Group plc (registered number 4128850) were approved by the Board of Directors and authorised for issue on 14 March 2014. They were signed on its behalf by:
Director Director
Keith Evans Steve Breach
The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the parent Company financial statements.
The financial information has been prepared on the historical cost basis, modified to include the revaluation of certain fixed assets and financial instruments, and in accordance with applicable United Kingdom law and accounting standards.
In the Company's balance sheet, the investment in Tribal Holdings Limited is stated at the nominal value of the shares issued in consideration for that company. As required by section 612 of the Companies Act 2006, no premium has been recorded on the shares issued as consideration.
Under section 408 of the Companies Act 2006, the Company is exempt from the requirement to present its own profit and loss account. The profit for the Company amounted to £2.7m (2012: profit of £3.8m). The auditor's remuneration for audit services to the Company was £80,000 (2012: £80,000).
Investments held as fixed assets are shown at cost less provision for any impairment.
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.
In accordance with FRS 19 'Deferred Tax', deferred taxation is provided in full on timing differences which represent an asset or liability at the balance sheet date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the financial statements. Deferred tax is not provided on timing differences arising on unremitted earnings of subsidiaries, associates and joint ventures where there is no commitment to remit these earnings. Deferred tax assets and liabilities are not discounted.
A net deferred tax asset is regarded as recoverable and therefore recognised only when, 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.
The results, assets and liabilities of the Company are included in the consolidated financial statements of Tribal Group plc. Consequently, the Company has taken advantage of the exemption from preparing a cash flow statement under the terms of FRS 1 (revised) 'Cash flow statements'.
Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognised directly in equity and the ineffective portion is recognised immediately in the profit and loss account. If the cash flow hedge of a firm commitment or forecasted transaction results in the recognition of an asset or a liability, then, at the time the asset or liability is recognised, the associated gains or losses on the derivative that had previously been recognised in equity are included in the initial measurement of the asset or liability. For hedges that do not result in the recognition of an asset or a liability, amounts deferred in equity are recognised in the profit and loss account in the same period in which the hedged item affects net profit or loss.
The Company issues equity-settled share-based payments to certain employees. For all grants, the fair value at the date of the grant is calculated using an adjusted Black-Scholes model, which is also able to value the options subject to market-based performance conditions. The cost for options granted to the Company's subsidiaries' employees represents additional capital contributions by the Company in its subsidiaries. An additional investment in subsidiaries has been recorded with a corresponding increase in shareholders' equity. The additional capital contribution is based on the grant date fair value of the options issued, allocated over the underlying grant's vesting period.
Detailed disclosures of Directors' individual remuneration and share options are given in the audited part of the remuneration report on pages 56 to 69 and should be regarded as an integral part of this note.
The Company has taken advantage of the exemption under Financial Reporting Standard Number 8 not to disclose transactions with entities, 100% of whose voting rights are wholly-controlled within Tribal Group plc.
| Shares in subsidiary undertakings £'000 |
Long term loans £'000 |
Total £'000 |
|
|---|---|---|---|
| Cost | |||
| At 1 January 2012 | 23,899 | 40,146 | 64,045 |
| Capital contribution relating to share-based payments | 365 | – | 365 |
| Movement in long-term loans | – | (326) | (326) |
| At 1 January 2013 | 24,264 | 39,820 | 64,084 |
| Capital contribution relating to share-based payments | 280 | – | 280 |
| Movement in long-term loans | – | 3,659 | 3,659 |
| At 31 December 2013 | 24,544 | 43,479 | 68,023 |
The Directors have considered the value of the above investments and are satisfied that the aggregate value of each investment is not less than its carrying value.
A listing of principal subsidiaries is included in note 39 to the Group financial statements.
| 2013 | 2012 | |
|---|---|---|
| £'000 | £'000 | |
| Amounts owed by group undertakings | 557 | 961 |
| Other debtors | 23 | 12 |
| Deferred taxation | 227 | 142 |
| 807 | 1,115 |
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Deferred taxation | ||
| At start of year | 142 | 299 |
| Effect of rate change | (14) | (4) |
| Credit/(charge) to income statement | 203 | (3) |
| Items taken directly to equity | (104) | (150) |
| At end of year | 227 | 142 |
The deferred tax asset is analysed as follows:
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Derivative financial instruments | – | 104 |
| Share schemes | 162 | - |
| Other timing differences | 65 | 38 |
| 227 | 142 |
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Amounts owed to group undertakings | 28,489 | 21,659 |
| Other creditors | 91 | 4 |
| Accruals | 1,636 | 1,370 |
| 30,216 | 23,033 |
| 2013 | 2012 | |
|---|---|---|
| £'000 | £'000 | |
| Bank loan (maturing between two and five years) | 4,114 | 10,274 |
The bank loan (which has primary security) is at market rates of interest and is secured by way of a fixed and floating charge over the assets of the Company and its subsidiary undertakings. For further details, see note 24 to the Group financial statements.
| 2013 £'000 |
2012 £'000 |
|
|---|---|---|
| Authorised | ||
| 125,000,000 ordinary shares of 5p each (2012: 125,000,000) | 6,250 | 6,250 |
| 2013 number |
2013 £'000 |
2012 number |
2012 £'000 |
|
|---|---|---|---|---|
| Allotted, called up and fully paid | ||||
| At beginning and end of the year | 93,695,985 | 4,685 | 93,695,985 | 4,685 |
Details of options in respect of shares outstanding at 31 December 2013 are as follows:
| Date from | |||
|---|---|---|---|
| Number | Price | which | |
| Employee share option schemes: | outstanding | payable | exercisable |
| PLC scheme | 4,725 | £1.96 | 14.07.2007 |
| 2011 LTIP | 1,465,060 | £nil | June 2014 |
| 2012 LTIP | 2,633,542 | £nil | March 2015 |
| 2013 LTIP | 882,842 | £nil | March 2016 |
| 4,981,444 | |||
| Savings related option scheme: | |||
| SAYE 2008 (5 years) | 6,575 | £1.08 | 01.12.2013 |
| SAYE 2008 (7 years) | 13,999 | £1.08 | 01.12.2015 |
| 20,574 | |||
| Total Tribal Group plc share option schemes | 5,006,743 |
| Share-based | |||||
|---|---|---|---|---|---|
| Merger reserve £'000 |
Hedging reserve £'000 |
Own share reserve £'000 |
payment reserve £'000 |
Profit and loss account £'000 |
|
| At beginning of the year | 18,032 | (349) | (768) | 451 | 9,941 |
| Profit for the year | – | – | – | – | 2,739 |
| Dividends | – | – | – | – | (1,260) |
| Fair value movement on cash flow hedges | – | 349 | – | – | – |
| Movement in relation to share-based payments | – | – | – | 780 | – |
| At end of the year | 18,032 | – | (768) | 1,231 | 11,420 |
The merger reserve of £18.0m (2012: £18.0m) relates to the premium arising on shares issued subject to the provisions of section 612 of the Companies Act 2006.
The own share reserve of £0.8m (2012: £0.8m) represents the cost of 392,892 (2012: 392,892) shares in Tribal Group plc held by the Employee Share Ownership Trust to satisfy certain options under the Group's share option schemes. See note 27 of the consolidated accounts for details of the Group's share options schemes.
A cross-guarantee exists between group companies in respect of bank facilities totalling £5.9m (2012: £12.6m).
| Year ended 31 December 2013 £'000 |
Year ended 31 December 2012 £'000 |
Year ended 31 December 2011 £'000 |
Year ended 31 December 2010 £'000 |
Year ended 31 December 2009 £'000 |
|
|---|---|---|---|---|---|
| Revenue | 125,485 | 113,417 | 108,231 | 175,372 | 238,048 |
| Profit before interest, amortisation and impairment on goodwill and intangibles and exceptional items |
15,759 | 13,882 | 11,312 | 7,374 | 18,218 |
| Exceptional costs and closed businesses | (30) | (2,389) | (5,349) | (10,446) | – |
| Amortisation and impairment on goodwill and intangibles | (231) | (24) | (218) | (52,637) | (62,805) |
| Interest | (2,001) | (1,496) | (2,005) | (2,116) | (1,045) |
| Taxation | (2,720) | (2,014) | (415) | 1,984 | (3,863) |
| Minority interests | – | – | – | – | (828) |
| Dividends | (1,260) | (934) | (980) | (4,284) | (4,055) |
| Retained profit/(loss) | 9,517 | 7,025 | 2,345 | (60,125) | (54,378) |
| Adjusted diluted earnings per share | 12.5p | 10.9p | 7.9p | 5.0p | 13.3p |
| Dividend per ordinary share | 1.60p | 1.25p | 1.00p | 2.50p | 4.60p |
| Summarised consolidated Group balance sheet | |||||
| Intangible assets | 95,384 | 82,811 | 78,271 | 102,917 | 166,847 |
| Other non-current assets | 6,073 | 5,180 | 4,238 | 9,445 | 11,165 |
| Current assets | 37,184 | 38,580 | 30,180 | 54,473 | 72,781 |
| Current liabilities | (56,377) | (51,412) | (42,142) | (58,905) | (72,541) |
| Non-current liabilities | (14,034) | (19,216) | (24,660) | (38,175) | (41,735) |
| Net assets | 68,230 | 55,943 | 45,887 | 69,755 | 136,517 |
The amounts disclosed above are for the underlying business as defined at the time of the publication of the respective Annual Reports
John Ormerod (65) Chairman, and Chairman of the Nominations Committee Committees: AC, NC, RC Tenure: 4 years
John joined the Board of Tribal Group in October 2009 and was appointed Chairman on 20 May 2010. He has been a non-executive director of several public and private companies. John is currently a nonexecutive director and Chairman of the audit committees of Computacenter plc, ITV plc, and Gemalto NV. Prior to that, John, a chartered accountant, was a partner with Deloitte and before that Arthur Andersen.
Keith Evans (55) Chief Executive Committees: N/A Tenure: 3 years
Keith joined the Board of Tribal Group in February 2011 and was previously Chief Operating Officer. He joined Tribal Group in October 2009, having been Chief Executive of Euromedic UK, a leading provider of clinical diagnostic services. Keith was previously managing director of Mercury Health, the healthcare business sold by Tribal in April 2007. Before joining Mercury Health, he held senior positions in Capita plc.
Steve Breach (45) Group Finance Director Committees: N/A Tenure: 4 years
Steve joined the Board of Tribal Group in January 2010 from Euromedic UK, where he was Chief Financial Officer. Steve was previously Finance Director of Mercury Health, Tribal's healthcare business, from its establishment in 2003 until its sale in April 2007. Steve qualified as a chartered accountant with Ernst & Young in 1993, where he focused on providing corporate finance advice to technology businesses in the UK and internationally.
Simon Ball (53) Non-executive director and Chairman of the Audit Committee Committees: AC, NC, RC Tenure: 4
Simon joined the Board of Tribal Group in June 2010 and is Chairman of the Audit Committee. He is Deputy Chairman and Senior Independent Director of Cable & Wireless Communications plc and a nonexecutive director of Allied Irish Bank plc. Simon was Group Finance Director of 3i Group plc until November 2008. Prior to this, Simon was finance director for the Robert Fleming Group and director general, finance for the Department for Constitutional Affairs.
Katherine Innes Ker (53)
Non-executive director, Senior Independent Director and Chairman of the Remuneration Committee Committees: AC, NC, RC Tenure: 5
Katherine joined the Board of Tribal Group in November 2008 and is Senior Independent Director and Chairman of the Remuneration Committee. She is also Senior Independent Director of Go-Ahead Group plc, a member of the Management Board of the University of Oxford Institute of Human Rights and a non-executive director of Colt Group SA and S&U plc.
Robin Crewe (53) Non-Executive Director Committees: NC, RC Tenure: 2
Robin joined the Board of Tribal Group in July 2012. He is the Head of Engineering and QA for Misys Limited. He was previously the CEO of Propero, a virtual desktop software company, and has held senior technology positions with VMware, Dresdner Kleinwort Benson, Swiss Bank and Arthur Andersen.
Registered in England and Wales Company number: 4128850
1–4 Portland Square Bristol BS2 8RR
T: 0845 123 6001 E: [email protected], www.tribalgroup.com
Steve Breach
Canaccord Genuity Limited 88 Wood Street London EC2V 7QR
N M Rothschild & Sons Limited, New Court St Swithin's Lane London EC4P 4DU
Lloyds Bank PO Box 112 Canon's House, Canon's Way Bristol BS99 7LB
Deloitte LLP 3 Rivergate Temple Quay Bristol BS1 6GD
Osborne Clarke 2 Temple Back East Temple Quay Bristol BS1 6EG
Capita Registrars Limited The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
As an alternative to receiving documents through the post, shareholders can receive important information online, including annual and half-year reports and notices of meetings. Registering for e-communications also enables shareholders to obtain secure online access to personal shareholding details, change address details, request new share certificates and check dividend payments.
To register for e-communications, please visit https://www.capitashareportal.com.
If you receive two or more copies of the Annual Report and Accounts and/or multiple cheques for each dividend payment, it means that you have more than one shareholder account.
To receive just one Annual Report and Accounts and one cheque for each dividend payment, please contact the Company's registrars, Capita Registrars, on 0871 664 0300 for UK callers (UK calls cost 10p per minute plus network extras. Lines are open from 8.30am to 5.30pm) or +44 (0)20 8639 3399 for overseas callers, and ask for your accounts to be amalgamated.
Ex-dividend date 11 June 2014 Record date 13 June 2014 Annual General Meeting 16 May 2014 Final dividend payment date 11 July 2014
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Tribal Group plc
1-4 Portland Square Bristol BS2 8RR United Kingdom
www.tribalgroup.com
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