TIDMESYS
RNS Number : 1816D
essensys PLC
18 October 2022
18 October 2022
essensys plc
("essensys" or the "Group")
FULL YEAR RESULTS
Performance in line with expectations
Momentum for long-term growth plan
Strong pipeline for FY23 and FY24
essensys plc (AIM:ESYS), the leading global provider of flexible
workspace technology, announces its unaudited results for the
twelve months ended 31 July 2022 ("FY22"). All information relates
to this period, unless otherwise specified.
Good strategic progress
-- Improving quality of earnings
o Strategy optimised for capital efficient growth and cash
conservation
o Focus on high value customers that deliver significant
long-term expansion opportunities
o Improving customer mix reflects increased quantity of
strategic accounts and continued reduction of low-value, single
site customers
o Key renewals of multi-year contracts for top customers with
additional multi-year renewals in final stages for other
customers
-- Further international expansion
o APAC and Europe operations fully established with new customer
sites now 'live'
o Adapting our investment approach to drive sustainable,
profitable growth
o High quality sales pipeline across all regions
-- Investment in people and product
o Global leadership team in place to drive growth plan
o New 'capital light' model developed for entry into new
geographies
o Investment in our platform and product roadmap as part of
long-term growth and margin strategy
Financial performance in line with market expectations
-- Annual recurring revenues up 11%, reflecting improvement in quality of earnings
-- Group revenue - up 6% - and adjusted EBITDA in line with market expectations
-- Strong growth in the US, our largest market opportunity, up 17%
-- UK revenues down 8%, reflecting churn of low value customers
and previously reported one-off customer insolvency
-- Recurring revenues account for 86% of total (FY21: 87%)
Current trading and outlook
-- Largest customers re-accelerating expansion plans after a
period of portfolio rebalancing, underpinning future revenue
growth
-- Strong demand reflected in healthy pipeline of new business,
helping to offset delays to sales cycles and capital deployment
-- Contracted new business from sites not yet live expected to
deliver GBP2.3m ARR, as at 17 October 2022
-- Strong balance sheet, net cash of GBP24m and continue to be
debt-free, supports long-term growth plan
-- Revised investment approach to result in achieving
profitability at a lower revenue level within current cash
resources
Financial summary:
GBPm unless otherwise stated 2022 2021 Change
Revenue 23.3 22.0 +6%
Recurring revenue([1]) 20.1 19.1 +5%
Run Rate Annual Recurring Revenue([1]) 21.9 19.8 +11%
Revenue at constant currency 22.8 22.0 +4%
Recurring revenue([1]) 19.7 19.1 +3%
Run Rate Annual Recurring Revenue([1]) 20.5 19.8 +4%
Statutory loss before tax (11.1) (2.9)
Adjusted EBITDA ([1]) (7.0) 1.3
Loss per share (pence) (16.8p) (6.2p)
Proposed Final Dividend per Nil Nil
share (pence)
Net Cash 24.1 36.9
Mark Furness, CEO of essensys, said:
" FY22 was a year of progress and resilience in challenging
market conditions. Revenues increased by 6%, in line with
expectations, with our US business continuing to perform strongly.
Momentum with strategic customers remains and underpins a
significant pipeline of opportunities. The quality of our customer
base has helped us to manage near-term headwinds such as delays to
sales cycles and capital deployment, some portfolio rebalancing
among our larger flexible workspace operators and the expected
churn at the tail-end of our customer base.
essensys has a clear strategy, proven model and strong platform
to drive sustainable, profitable growth. The flexible workspace
market has attractive, long-term dynamics. Hybrid working is here
to stay and plays to our strengths. Whilst our long-term ambition
is unchanged, we have moderated our growth targets and adapted our
strategy and investment approach to focus on our return to
profitability. Our momentum, allied to contracted new business and
a healthy long-term pipeline, supports our confidence of further
progress in FY23 and beyond ."
The information contained within this announcement is deemed to
constitute inside information for the purposes of the UK Market
Abuse Regulation.
For further information, please contact:
+44 (0)20 3102
essensys plc 5252
Mark Furness, Chief Executive Officer
Alan Pepper, Chief Operating Officer
Sarah Harvey, Chief Financial Officer
Singer Capital Markets (Nominated Adviser +44 (0)20 7496
and Broker) 3000
Peter Steel / Harry Gooden / George Tzimas
FTI Consulting
Jamie Ricketts / Eve Kirmatzis / Talia Shirion +44 (0)20 3727
/ Victoria Caton 1000
About essensys plc
essensys is the leading global provider of software and
technology for flexible, digitally-enabled buildings, spaces and
portfolios. As the intelligent digital backbone, essensys provides
a powerful platform that simplifies the delivery and management of
next generation, flexible commercial real estate.
The real estate industry is transforming - it must be flexible
to changing market demands, to accommodate hybrid working styles,
agile, move-in ready spaces and the delivery of on-demand digital
services. The office sector is becoming an increasingly
digital-first landscape - driven by end-user demand, delivering
digitally enabled spaces is key to success. The essensys Platform
has been designed and developed to help solve the complex
operational challenges faced by landlords and flexible workspace
operators as they grow and scale their operations. It helps our
customers to deliver a simple, secure and scalable proposition,
responding to changing occupier demands, providing seamless
occupier experiences, and realising smart building and ESG
ambitions.
Founded in 2006 and listed on the AIM market of the London Stock
Exchange since 2019, essensys is active in the UK, Europe, North
America and APAC.
Chairman's statement
Our 2022 financial year was, once again, set against a rapidly
changing and unpredictable backdrop. I would like to start by
recognising the efforts of our people. Our people are at the heart
of our vision and our success is a testament to their hard work and
resourcefulness.
essensys grew revenues by 6% in FY22, underlining the resilience
of our business model. Covid-19 and lockdowns curbed the high
revenue growth we are accustomed to, slowing sales cycles and our
expansion plans; however, whilst revenue growth was lower than our
original plans, we maintained planned EBITDA as our teams responded
with energy and focus to this challenge. We end the year with good
momentum with existing and new customers.
essensys has an excellent platform for growth. During the year
the team has made good progress with its long-term growth plan.
Notably, we have seen the launch of essensys in APAC and Europe,
the development and launch of the essensys Platform to deliver
significant new capabilities to our customers and continued
investment in the product roadmap for future growth. essensys is
built on strong foundations and a focus on strategic customers who
will look to essensys to deliver flexible workspaces in the long
term and who have the scale to deliver growth for our business. We
have a strong balance sheet with GBP24m net cash at year end.
essensys has added to its executive leadership team during the
year with the appointment of Sarah Harvey as Chief Financial
Officer. Sarah's appointment and Alan Pepper's move into the new
stand-alone Chief Operating Officer role are necessary to support
essensys' ambitions to scale up in the coming years. Sarah brings a
wealth of relevant expertise and is well qualified to oversee the
continued financial management of the Group.
essensys remains extremely well placed to take advantage of the
increasing demand for flexible workspace. We continue to see
opportunities to grow with flexible workspace operators and
traditional landlords, as they build their presence in the flexible
workspace industry. Notwithstanding the current uncertainty in the
wider macroeconomic environment the Group remains confident of
further progress in the year ahead and beyond.
Jon Lee
Non-Executive Chairman
17 October 2022
Strategic and operational review
A clear strategy to capture the flexible workspace
opportunity
essensys has a clear strategy to capture the growth in the
flexible workspace industry. The long-term market opportunity
remains very exciting and now includes hybrid working, which is
increasingly a feature of everyday working life.
Our model is to act as the intelligent digital backbone for
commercial real estate. Since 2006 our software has automated and
simplified technology operations for real estate and flexible
workspaces. This, in turn, removes complexity and reduces cost. The
essensys Platform allows landlords and flex workspace providers to
solve the complex challenges they face and deliver seamless,
digital-first in-building and cross-portfolio experiences.
Following our fundraising in FY21, our planned investment in
international expansion, people and product gives us the platform
to drive long-term, profitable growth. The expansion of our
go-to-market activities was delayed in the first half of our
financial year, with Covid-19 restrictions slowing sales cycles,
the expansion of our sales teams and the wider return to the
office. However, against a challenging backdrop, we made good
progress with this strategy in FY22. It is a testament to the
resilience of our business model, the quality of our customer base
and our people that revenues increased by 6%, in line with market
expectations. Momentum with existing strategic customers remains
strong and underpins a significant pipeline of opportunities. This
helped us manage extensions to sales cycles and capital deployment,
some portfolio rebalancing among landlords and the expected churn
at the tail-end of our customer base.
Exciting market opportunity
The flexible workspace industry benefits from attractive
long-term structural growth drivers.
We continue to see a clear shift towards hybrid working and
flexible workspaces. Among the largest corporates, two thirds say
making hybrid work is in their top three strategic priorities(1) .
Hybrid working is here to stay for commercial real estate and
global working practices. In JLL's recent global survey of the
commercial real estate industry, three in four landlords and
operators plan to make all office spaces open and collaborative,
with no dedicated desk spaces(2) . 73% see remote and hybrid
working as critical to attracting and retaining talent(3) .
Nevertheless, most organisations still expect the office to
remain at the heart of the work ecosystem and for this to include
more 'flex'. This includes more traditional sectors, such as law
and finance. Occupier demand will, in turn, drive greater demand
for a range of flexible services and amenities. The most
sought-after attribute in today's office environment is flexible
open space(4) . While there are many reasons for this shift, an
important factor for organisations is reducing cost.
The acceptance of hybrid working and the shift to flexible
workspaces is, in turn, driving demand for technology on a
practical, day-to-day level. Most real-estate organisations still
depend on legacy technology which could undermine their ability to
compete and win. Eight in ten respondents in a recent global
commercial real estate survey do not have a fully modernised core
system that could easily incorporate emerging technologies(5) .
Three in four landlords and operators say investing in quality
office space is a higher priority than expanding total footprint(6)
. Whilst we saw some evidence of this during the latter part of
FY22 we are also seeing landlords establish new flex operations and
existing operators resuming their expansion plans. A significant
opportunity for essensys exists within our current strategic
customers who are aiming to scale their flex offerings across their
portfolio globally, such as Industrious, Hines, Carr Workplaces,
JLL and Tishman Speyer, so this trend is a positive
development.
The opportunities presented by our market are expected to
benefit essensys in the medium to longer term, as a leading global
provider of flexible workspace software and technology. We expect
future underlying occupier demand to be enhanced by two more
recently established areas. First, what we call 'enterprise flex
space': dedicated move-in ready team space for a period of up to
three years with limited or no customisation. Second, what we call
'agile flex space', consisting of plug and play spaces or networks
of options for individuals and small teams.
Progressing our long-term growth plan
We have a well-established plan to Land, Expand and Grow to
capture the market opportunity in the flexible workspace market and
have evolved that plan this year to focus on sustainable growth,
targeting those customers that are key to our long-term ambition
whilst expanding and growing with our existing strategic customer
base. This focus led to an increase in churn in the smaller,
non-strategic customer base in FY22 in addition to the previously
reported UK customer who went into administration during the year.
Our target new customers are those that, in time, can deliver at
least 20 sites, or $1m of ARR. This focus on high-value strategic
customers has also resulted in improved unit pricing with monthly
contracted recurring revenue on average 10% higher per site than
those sites which churned in FY22.
Our Operate business represented 8% of our revenue in the year
(FY21: 9%). Operate will continue to reduce as a proportion of
total Group revenue over time as strategic customers move to the
essensys Platform and the remaining long-tail of small customers
migrate to non-essensys solutions.
We have continued our investment in people, product and
international expansion, which is the basis for our growth
plan.
Land - Expand - Grow
Our simple, proven strategy allows us to direct resources to the
areas of our go-to-market efforts that provide the most compelling
returns at that time. In periods of rapid market expansion, this
allowed us to increase our investment considerably in the 'Land'
phase; the acquisition of new customers, thus improving our
customer mix and expanding our geographic footprint. This
improvement and our adaptable model means that once we have
acquired these customers we are able to refocus resources towards
the large expansion opportunity that this provides - the 'Expand'
phase. The result of this is increased sales efficiency (improved
LTV to CAC ratio) and a less aggressive capital investment program
aimed at new customer acquisition.
Land
We added 18 new customers in FY22, in addition to the 24 added
in FY21. The majority of these new customers are landlords and
real-estate companies, including large landlords in Sweden and the
USA with whom we expect to expand our business in FY23 and
beyond.
New customers won this year include a top 10 European real
estate investment manager with significant scale in Europe, a
significant Irish property company as well as an established North
American multi-site flex workspace operator. Our well developed
sales pipeline includes a well-known South East Asian conglomerate,
a number of multi-site flex workspace operators and further
significant real estate owners and operators in all our
geographies.
We now have a full global leadership team in place to drive our
growth plan. Our leadership team includes regional CEOs in all
three geographical regions, a Group Chief People Officer and our
new CFO, Sarah Harvey, who was appointed in May 2022. As part of
this transition to support our scaling up, Alan Pepper moved from
his role as CFO and COO to a fully dedicated COO role.
Expand
We continue to see strong demand from our key strategic
customers; during the year we added 65 new sites with existing and
new customers and currently have a healthy contracted pipeline of
52 sites representing GBP2.3m annual recurring revenue, the
majority with our top 20 strategic customers.
Our existing customer base, particularly in the US, is
indicating significant growth plans over the next few years. We are
increasingly engaged at senior levels with large property
organisations in assisting them with their technology requirements.
These types of strategic customers continue to provide the Group
with significant long term expansion opportunities. We are engaged
with a number of very large potential new customers and whilst
these have longer sales cycles the likely scale of business is
significant. Strategic customers who engage us for multiple sites
generate higher revenue per site and deliver stronger net margins
due to the lower cost to serve that their operational maturity
provides.
As we continue to focus on high-value strategic customers, churn
of small low value legacy customers continued, primarily in the UK,
which reduced our overall site count during the year. These
customers have largely been single site operators that do not offer
an expansion opportunity and have high service costs. Expansion
with our existing UK customers included a renewal and new territory
expansion into Ireland with a real estate owner dedicated to life
sciences, with further expansion anticipated in FY23 and a renewal
with a top five customer which gave us exclusivity for their entire
portfolio.
The recent renewal of multi-year contracts with our top three
customers demonstrates our longevity with our strategically
important customers and underpins our future pipeline, both in the
short-term and the long-term. These renewals and consolidations are
expected to continue in FY23. Those renewals included customers
rebalancing their portfolios following the Covid-19 pandemic to
focus on quality locations as they look to their own future growth
plans. We anticipate renewing multi-year contracts with a number of
other strategic customers in FY23. Typically when we sign a new
customer we are engaged to provide services to a small number of
pilot locations, followed by the longer-term opportunity to roll
out across a large portfolio.
As part of our international expansion plan, our APAC and
European operations were fully established during FY22. APAC is
fully operational with new customers and sites live, in delivery
and under negotiation. Now that we have the international platform
in place, we are adopting a 'capital light' model to reduce the
investment required to support further expansion into new
geographic territories from our increasingly global customers.
Grow
Our targeted investment in product includes, notably, the
evolution of the essensys Platform and our smart access capability
and associated products.
Our intention is for the essensys Platform to act as the
intelligent digital backbone for commercial real estate. Moving our
customers onto the essensys Platform presents a long-term
opportunity for margin and revenue growth through greater
automation and greater access to in-building services and
amenities. We have migrated the first wave of our customers onto
the new platform and continue to invest in product and software
development to enhance its value to users. We have also expanded
our global private network to provide additional capacity to
support significant site and ARR growth.
The essensys Platform has been developed and built to serve as
its own distribution vehicle for future value-add functionality and
modules. This product-led growth (PLG) strategy is designed to
reduce sales cycles for upsell, improve customer LTV (lifetime
value) and drive gross margin performance.
Regional performance
Continued growth in North America
The US market continues to be a strong driver of Group growth.
The US market represents a GBP1.7bn total addressable market, of
which we believe approximately GBP377m is currently serviceable by
essensys. In addition, the US acts as a gateway to global
expansion, as US headquartered customers look to expand their
flexible offering across their respective global portfolio.
Site numbers in the US grew by 5% and we saw a 23% increase in
North America recurring revenue. We are starting to see growth in
the US market accelerating with a number of customers setting out
ambitious expansion plans for the rest of this calendar year and
beyond. Evidence of the structural shift to a more flexible way of
working continues to grow with an increasing number of landlords
engaging with us on technology solutions to support their
repurposing of traditional office environments. Those engagements
involve a number of globally recognisable real estate operators
which each individually provide the opportunity for significant
long-term account growth.
Prospects include a California mixed use landlord with 22
locations, a West Coast landlord with 37 buildings and an APAC
business and a pan US REIT with 29 identified flex locations.
Expansion with our existing top 10 customers in North America
continues to underpin our growth ambitions in the next year.
UK and Europe
The UK and European market represents a GBP936m total
addressable market, of which we believe approximately GBP250m is
currently serviceable by essensys.
The appointment of James Lowery as CEO of UK & Europe
completed our senior regional leadership appointments and will
allow the implementation of tailored growth strategies around the
Group's international operations. James brings significant industry
experience from his time at British Land where he led their
flexible workspace operation and this knowledge will be
instrumental in opening up opportunities for discussions with
similar organisations across Europe.
Our total number of sites in the region was 17% lower, following
the expected churn of lower value, non-strategic customers, some
portfolio rebalancing by our larger customers and the previously
reported unexpected insolvency of a long-standing flexible
workspace operator customer. Going into FY23 we expect less
volatility and reduced churn as the improvement in our customer mix
continues.
In line with our experience in the US we are seeing signs of
activity levels building in both the UK and mainland Europe. During
the year we signed a strategic customer in Sweden resulting in two
initial pilot locations; we now have a further four sites in active
engagement. We also contracted with a large European real estate
investment manager towards the end of the year which brings us
significant future expansion opportunity. Further engagement with a
number of large European property companies and managers continues
and, whilst these have longer sales cycles, the opportunities with
some of these customers is significantly greater than we might have
originally anticipated. Our prospects include a 36 site
Operate-only French customer moving onto the essensys Platform; a
UK operator with more than 50 buildings; a Swedish private landlord
with 35 CBD locations; and a German REIT with more than 500
buildings.
APAC
Asia represents a GBP663m total addressable market, of which we
believe approximately GBP225m is currently serviceable by essensys.
As part of our plan to expand in the APAC region, we have to date
engaged with over 50% of our target customers and we are making
good progress establishing our business in the region. We now have
personnel in Hong Kong, Singapore and Australia, with go to market
capability now fully established in all three locations. Business
development activity and pipeline is increasing in all markets.
Australia, in particular, is expected to be a major opportunity
for the Group. Existing customer pull from the US led to the
establishment of our first new location in Sydney during the period
and has resulted in a further sites live in Australia and
additional pipeline there. We are also well engaged with a number
of Australia's largest property companies and flexible workspace
operators.
Prospects in the region include a Singapore regional landlord
with a flex brand; a Singapore regional flex space operator with
more than 40 locations; a large Australian landlord with an
established flex strategy; and a Singapore based global landlord
with an invested-in flex brand and a large number of existing flex
locations.
Current trading and outlook
Momentum with strategic customers remains strong and underpins a
significant pipeline of opportunities. This is helping us manage
near-term headwinds such as delays in sales cycles and capital
deployment, some portfolio rebalancing among landlords and churn at
the tail-end of our customer base. We continue to take steps to
extend our cash runway, including optimising our strategy and
developing a capital light model for new territory entry, as we
have done in Sweden.
essensys has a healthy pipeline of new business, with contracted
new business expected to deliver GBP2.3m Annual Recurring Revenue
(as at 17 October 2022) and we have a strong balance sheet that
supports a clear strategy, proven model and strong platform to
drive sustainable, profitable growth. The Group remains debt-free,
with a cash balance of GBP24m at the end of FY22.
The flexible workspace market has attractive, long-term
dynamics; hybrid working is here to stay and plays to our
strengths. Our long-term growth plan has not changed. Our momentum,
allied to contracted new business and a healthy long-term pipeline,
supports our confidence of further progress in FY23 and beyond.
As we enter the next phase of our growth, and given continued
economic uncertainty, we are adopting a more selective approach to
investment both from a capital and new customer acquisition
perspective. This approach will reduce cash burn to ensure we
achieve profitability within our current cash resources. Whilst we
continue to expect healthy revenue growth from our existing
customers and new customer pipeline, total revenue for the new
financial year is expected to be at a lower level than previously
anticipated.
Mark Furness
Chief Executive Officer
17 October 2022
Notes
1. JLL, The Future of Work Survey 2022
2. JLL, The Future of Work Survey 2022
3. JLL, The Future of Work Survey 2022
4. EMEA Office Occupier Sentiment Survey, 2022
5. Deloitte, 2022 Commercial Real Estate Outlook
6. JLL, The Future of Work Survey 2022
7. EMEA Office Occupier Sentiment Survey, 2022
Chief Financial Officer's Report
Scope of financial results
The unaudited financial results included in this announcement
cover the Group's consolidated activities for the 12 months ended
31 July 2022. The comparatives for the previous 12 months were for
the Group's consolidated activities for the 12 months ended 31 July
2021.
Financial Key Performance Indicators
GBP'm unless otherwise stated 2022 2021 Change
Group Total Revenue 23.3 22.0 6%
North America 13.2 11.3 17%
UK & Europe 9.8 10.6 -8%
APAC 0.3 -
Recurring Revenue 20.1 19.1 5 %
North America 11.0 8.9 23 %
UK & Europe 9.0 10.2 -12 %
APAC 0.1 -
Recurring Revenue %age of Total 86% 87%
Run Rate Annual Recurring Revenue 21.9 19.8 11%
Non-recurring revenue 3.2 2.9 10 %
Gross Profit 14.1 14.2 -1 %
Gross Profit percentage 61% 65%
Recurring Revenue margin %age 64% 69%
Statutory loss before tax (11.1) (2.9)
Adjusted EBITDA (7.0) 1.3
Adjusted EBITDA margin (30)% 6.0%
Net Cash 24.1 36.9
See commentary following and in the strategic and operational
review above together with the unaudited financial statements below
for explanation of significant movements in the above Financial Key
Performance Indicators.
Revenue
Group total revenue increased by 6% to GBP23.3m in the year. As
outlined in the strategic and operational review, we saw growth in
the US offset by a decline in the UK. In the US, Connect sites grew
to 300 at the year-end (FY21: 286). The strengthening of the US
Dollar compared to the Pound Sterling had a benefit to reported
revenue in the year of GBP0.5m.
Recurring revenue comprises income invoiced for services that
are repeatable and consumed and delivered monthly over the term of
a customer contract. Run Rate Annual Recurring Revenue (Run Rate
ARR) is an annualisation of the recurring revenue for the month
identified (July 2022 and 2021, as appropriate), and is used an
indication of the annual value of the recurring revenue for that
month. Run Rate ARR is also used by management to monitor long-term
revenue growth of the business.
Non-recurring revenue comprises activation fees charged to
customers in respect of installations of hardware and services at
locations, together with training and customer onboarding.
Recurring revenue increased 5% in the year driven by the reasons
set out above. Run Rate ARR grew 11% to GBP21.9m (from GBP19.8m in
2021) driven primarily by our momentum with strategic customers
looking to expand their flex capabilities. The net change in Group
Connect/Platform sites was -3% to 458 at year end (2021: 474) as a
result of large customer recontracts and churn in lower value
single-site customers.
Gross margins
Overall gross margins decreased to 61% (2021: 65%) and recurring
revenue margins decreased to 64% (2021: 69%) reflecting an increase
in costs as the Group invested towards expanding its international
operations and invests for future growth, particularly in the APAC
region.
Administrative expenses
Excluding depreciation and amortisation charges, administrative
expenses increased by GBP8m in the year, as we continued our
strategic investment plan. This was driven primarily by increases
in staff-related costs both from the full-year effect of increases
in overall headcount implemented in FY21 but also by the impact of
a 40% increase in average numbers of staff in FY22, a significant
proportion of which was in development personnel. In addition, the
Group spent an additional GBP 0.5 m on third party marketing
activities in FY22.
Statutory loss for the year
The Group made a loss before tax for the year of GBP11.1m (2021:
loss of GBP 2.9 m). The year-on-year change is primarily as a
result of the investment in the Group to deliver the growth
plans.
GBP'm 2022 2021
Turnover 23.3 22.0
Cost of sales (9.2) (7.8)
Gross profit 14.1 14.2
Administrative expenses (24.3) (16.5)
Share based payment expense (0.8) (0.6)
Operating loss (11.0) (2.8)
Net interest payable (0.1) (0.1)
Loss before taxation (11.1) (2.9)
======= =======
Adjusted EBITDA
Adjusted results are prepared to provide a more comparable
indication of the Group's core business performance by removing the
impact of certain items including exceptional items (material and
non-recurring), and other, non-trading, items that are reported
separately. Adjusted results exclude adjusting items as set out in
the statement of consolidated loss and below, with further details
given in Note 7 of the financial statements. In addition, the Group
also measures and presents performance in relation to various other
non-IFRS measures, such as recurring revenue, run-rate annual
recurring revenue and revenue growth.
Adjusted results are not intended to replace statutory results.
These have been presented to provide users with additional
information and analysis of the Group's performance, consistent
with how the Board monitors results.
Adjusted EBITDA (being EBITDA prior to exceptional costs, forex
translation costs, impairment charges and share based payment
expense) is calculated as follows:
GBP'm 2022 2021
Operating loss (11.0) (2.8)
Add back:
Depreciation & Amortisation 3.1 3.6
EBITDA (7.9) 0.8
Less: Forex translation adjustments - (0.1)
Add back: Share based payment
expense 0.8 0.6
Add back: Impairment charge 0.1 -
------- ------
Adjusted EBITDA (7.0) 1.3
======= ======
The share-based payment expense, impairment charge and forex
translation adjustments are excluded from Adjusted EBITDA as they
are not considered relevant for assessment of underlying
profitability.
Taxation
The Group incurred a tax credit in the year of GBP286,000 (2021:
tax charge GBP411,000). This was made up of non-cash deferred tax
movements arising from timing differences on the taxation related
to capitalised development costs.
Cash
Net cash at year end was GBP24.1m (2021: GBP36.9m) and the Group
remains debt-free. The most significant cash outflow during the
year was on the Group's personnel as part of the investment in
product and go-to-market capability. The Group also made additional
inventory purchases during the second half of the year in order to
provide certainty of supply into FY23. The Group's current cash
reserves provide sufficient capital for the foreseeable future and
will enable it to fund the Group's geographic expansion, continued
product and software development and additional working capital as
the business continues to grow.
Capital Expenditure
During the year the Group continued to execute the planned
expansion and upgrading of its digital infrastructure in the UK and
Europe, North America and APAC in order to provide additional
capacity, resilience and improved service to customers.
Capitalised Software Development Costs
The Group continues to invest in software development resulting
in ongoing enhancements to its software platforms. During the year
it expanded its new Platform which will, in time, replace its
existing platforms, Connect and Operate. The Group continues to
increase its onshore software development capacity following a
strategic decision in FY20 to bring the majority of the Group's
development work back to the UK. Where such work is expected to
result in future revenue, costs incurred that meet the definition
of software development in accordance with IAS38, Intangible
Assets, are capitalised in the statement of financial position.
During the year the Group capitalised GBP 4.1 m in respect of
software development (2021: GBP2.5m).
In implementing its accelerated product development strategy,
the Group anticipates capitalising software costs at a similar rate
to FY22 in the next few years.
Dividend policy
It remains the Group's intention in the short to medium-term to
invest in order to deliver capital growth for shareholders. The
Board has not recommended a dividend in respect of the year ended
31 July 2022 and does not anticipate recommending a dividend within
the next year but may do so in future years.
Sarah Harvey
Chief Financial Officer
17 October 2022
Unaudited Consolidated Statement of Comprehensive Loss
for the year ended 31 July
Notes 2022 2021
GBP000 GBP000
Turnover 6 23,298 21,982
Cost of sales (9,190) (7,750)
_________ _________
Gross profit 14,108 14,232
Administrative expenses (24,399) (16,515)
Other operating income - 42
Share based payment expense (741) (560)
_________ _________
Operating loss 7 (11,032) (2,801)
Interest receivable and similar income 10 94 -
Interest payable and similar charges 11 (147) (127)
_________ _________
Loss before taxation (11,085) (2,928)
Taxation 12 286 (411)
_________ _________
Loss for the year from continuing
operations (10,799) (3,339)
_________ _________
Other comprehensive loss
Items that may be reclassified to profit
or loss:
Currency translation differences 583 (200)
_________ _________
Other comprehensive loss for the year 583 (200)
_________ _________
Total comprehensive loss for the year (10,216) (3,539)
_________ _________
Basic and diluted loss per share 13 (16.8p) (6.2p)
Unaudited Consolidated Statement of Financial Position
as at 31 July
Notes 2022 2021
GBP000 GBP000
ASSETS
Non-current assets
Intangible assets 14 8,922 6,198
Property, plant and equipment 15 2,819 1,471
Right of use assets 16 2,482 2,160
_________ _________
14,223 9,829
Current assets
Inventories 18 2,546 184
Trade and other receivables 19 6,434 5,279
Cash at bank and in hand 24,122 36,903
_________ _________
33,102 42,366
_________ _________
TOTAL ASSETS 47,325 52,195
_________ _________
EQUITY AND LIABILITIES
EQUITY
Shareholders' equity
Called up share capital 20 161 161
Share premium 21 51,660 51,660
Share based payment reserve 2,811 2,045
Merger reserve 28 28
Retained earnings (19,185) (8,969)
_________ _________
TOTAL EQUITY 35,475 44,925
LIABILITIES
Non-current liabilities
Lease liabilities 23 1,659 992
Deferred tax 24 485 779
_________ _________
2,144 1,771
Current liabilities
Trade and other payables 22 7,422 4,229
Contract liabilities 6E 815 323
Lease liabilities 23 1,469 943
Current taxes - 4
_________ _________
9,706 5,499
_________ _________
TOTAL LIABILITIES 11,850 7,270
_________ _________
TOTAL EQUITY AND LIABILITIES 47,325 52,195
_________ _________
Unaudited Consolidated Statement of Changes in Equity
for the Year Ended 31 July 2022
Share
based
Share Share payment Merger Retained Total
capital premium Reserve Reserve earnings equity
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
1 August 2021 161 51,660 2,045 28 (8,969) 44,925
Comprehensive loss for
the year
Loss for the year - - - - (10,799) (10,799)
Currency translation differences - - 25 - 583 608
_______ _______ _______ _______ _______ _______
Total comprehensive loss
for the year - - 25 - (10,216) (10,191)
_______ _______ _______ _______ _______ _______
Transactions with shareholders
Share based payment charge - - 741 - - 741
_______ _______ _______ _______ _______ _______
31 July 2022 161 51,660 2,811 28 (19,185) 35,475
_______ _______ _______ _______ _______ _______
Consolidated Statement of Changes in Equity
For the Year Ended 31 July 2021
Share
based
Share Share payment Merger Retained Total
capital premium Reserve Reserve earnings equity
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
1 August 2020 132 19,881 1,490 28 (5,435) 16,096
Comprehensive loss for
the year
Loss for the year - - - - (3,339) (3,339)
Currency translation differences - - (5) - (195) (200)
_______ _______ _______ _______ _______ _______
Total comprehensive loss
for the year - - (5) - (3,534) (3,539)
_______ _______ _______ _______ _______ _______
Transactions with shareholders
New shares issued 29 33,150 - - - 33,179
Cost incurred in issuing
new shares - (1,371) - - - (1,371)
Share based payment charge - - 560 - - 560
_______ _______ _______ _______ _______ _______
31 July 2021 161 51,660 2,045 28 (8,969) 44,925
_______ _______ _______ _______ _______ _______
Unaudited Consolidated Statement of Cash Flows
for the Year Ended 31 July
Notes 2022 2021
GBP000 GBP000
Cash (used by)/generated from operations 31 A (6,789) 1,808
Corporation tax paid (11) (36)
Foreign exchange - 122
_________ _________
Net cash generated (used by)/from
operating activities (6,800) 1,894
_________ _________
Cash flows from investing activities
Purchases of intangible assets 14 (4,087) (2,493)
Purchases of property plant and equipment 15 (1,541) (786)
Interest received 94 -
_________ _________
Net cash used in investing activities (5,534) (3,279)
_________ _________
Cash flows from financing activities
Proceeds from the issuance of new
shares - 33,179
Costs of issuing new shares - (1,371)
Repayment of lease principal 23 (893) (1,863)
Interest paid on lease liabilities 23 (147) (127)
_________ _________
Net cash (used in)/generated from
financing activities (1,040) 29,818
_________ _________
Net increase in cash and cash equivalents (13,374) 28,433
Cash and cash equivalents at beginning
of year 36,903 8,496
Effects of foreign exchange rate changes 593 (26)
_________ _________
Cash and cash equivalents at end
of year 24,122 36,903
_________ _________
Cash and cash equivalents comprise:
Cash at bank and in hand 24,122 36,903
_________ _________
General information
1
essensys plc (the "Company") is a public limited company,
incorporated in the United Kingdom under the Companies Act 2006
(registration number 11780413). The Company is domiciled in the
United Kingdom and its registered address is Aldgate Tower 7(th)
Floor, 2 Leman Street, London, E1 8FA. The Company's ordinary
shares are traded on the Alternate Investment Market (AIM) of the
London Stock Exchange.
The Group's principal activities are the provision of software
and technology platforms that manage critical digital
infrastructure and business processes, primarily of operators of
flexible workspace within the real estate industry. These
activities are carried out by the Group's wholly owned
subsidiaries.
The Company's principal activity is to provide funding and
management services to its subsidiaries.
Issue of unaudited financial statements
2
These unaudited financial statements have been approved for
issue by the Board. The audit of these financial statements is not
yet fully complete and, therefore they do not constitute the
Group's full financial statements for FY22 which are in the process
of being audited and will be approved by the Board and filed with
the Registrar of Companies in the United Kingdom in the coming
days. Accordingly, the financial information for FY22 is unaudited
and does not constitute statutory accounts within the meaning of
Section 434 of the United Kingdom Companies Act 2006.
Basis of Preparation
3
These financial statements have been prepared under the
historical cost basis and are presented in Sterling and all values
are rounded to the nearest thousand pounds (GBP000) except when
otherwise indicated.
The Group's business activities, together with factors likely to
affects its future development, performance and position are set
out in the Strategic report above. The financial position of the
Group is described in the Financial Review above.
Going concern
The Group's consolidated financial statements have been prepared
on a going concern basis.
As at 31 July 2022 the Group had net assets of GBP35.5m (2021:
GBP44.9m), including cash of GBP24.1m (2021: GBP36.9m) as set out
in the Consolidated Statement of Financial Position, with no
external debt. In the year ended 31 July 2022 the Group generated a
loss before tax of GBP11.1m (2021: loss of GBP2.9m). The group used
net cash before financing in the year of GBP12.3m (2021: 1.4m)
after investment in software development of GBP4.1m.
During the year, Group revenue increased by 6.0% with recurring
revenue increasing by 5.4% primarily as a result of a strengthening
of the US dollar, which increased the reported revenue from its US
subsidiary which is an increasing proportion of the Group's
business. The Group generated an operating loss of GBP11.0m (2021:
GBP2.8m) as it continued to expand its operations internationally.
The Group has long term contracts with a number of customers and
suppliers across different geographical areas and industries.
The Directors have prepared a detailed budget and forecast of
the Group's expected performance over a period covering at least
the next twelve months from the date of the approval of these
financial statements. As well as modelling the realisation of the
sales pipeline, these forecasts also cover a number of scenarios
and sensitivities in order for the Board to satisfy itself that the
Group remains within its current cash facilities.
Whilst the Directors are confident in the Group's ability to
grow revenue, the Board's sensitivity modelling shows that the
Group can remain within its cash facilities in the event that
revenue growth is delayed (i.e. new sales bookings are not
achieved) for a period in excess of twelve months. The Directors'
financial forecasts and operational planning and modelling also
include the actions, under the control of the Group, that they
could take to further significantly reduce the cash outflow
expected as the Group expands geographically. On the basis of this
financial and operational modelling, the Directors believe that the
Group has the capability and the operational agility to react
quickly, cut further costs from the business and ensure that the
cost base of the business is aligned with its revenue and funding
scale.
As a consequence, the Directors have a reasonable expectation
that the Group can continue to operate and be able to meet its
commitments and discharge its liabilities in the normal course of
business for a period of not less than twelve months from the date
of approval of these financial statements. Accordingly, they
continue to adopt the going concern basis in preparing the Group
financial statements.
Basis of consolidation
The consolidated financial statements incorporate the results of
essensys plc and all of its subsidiary undertakings.
Essensys plc was incorporated on 22 January 2019, and on 18 May
2019 it acquired the issued share capital of essensys (UK) Ltd,
previously essensys Limited, by way of a share for share exchange.
The latter had four wholly owned subsidiaries:
-- essensys, Inc
-- Hubcreate Limited
-- TVOC Limited
-- Spacebuddi Limited
The consideration for the acquisition was satisfied by the issue
of 38,836,044 ordinary shares in essensys plc to the shareholders
of essensys (UK) Limited.
The accounting treatment for the year to 31 July 2020 in
relation to the addition of essensys plc as a new UK holding
company of the group falls outside the scope of IFRS 3 'Business
Combinations'. The share scheme arrangement constituted a
combination of entities under common control due to all
shareholders of essensys (UK) Ltd being issued shares in the same
proportion, and the continuity of ultimate controlling parties. The
reconstructed group was consolidated using merger accounting
principles which treated the reconstructed group as if it had
always been in existence. Any difference between the nominal value
of shares issued in the share exchange and the book value of the
shares obtained was recognised in a merger reserve.
The company applied the statutory relief as prescribed by
Companies Act 2006 in respect of the share for share exchange as
the issuing company has secured more than 90% equity in the other
entity. The carrying value of the investment is carried at the
nominal value of the shares issued.
Summary of significant accounting policies
4
Revenue
The Group generates revenue primarily in the UK and the United
States of America (USA). Turnover represents services provided in
the normal course of business; net of value added tax. Services
provided to clients during the year, including any amounts which at
the reporting date have not yet been billed to the clients, have
been recognised as revenue.
(6) Contract
Set up and installation costs are partially invoiced once the
customer contract is signed with the remaining balance invoiced
when the service goes live. Fixed monthly costs are invoiced one
month in advance and revenue is recognised in the month the service
is provided. Deferred revenue is recognised for the Group's
obligation to transfer services to customers for which they have
already received consideration (or an amount of consideration is
due) from the customer. Variable monthly costs (including internet
usage and telephone call charges) are invoiced monthly in arrears
and accrued revenue is recognised in the month that the services
were consumed.
(b) Contractual obligation
The majority of customer contracts have two main services that
the Group provides to the customer:
-- Set up / installation
-- Ongoing monthly software, services and support
Where a contract is modified and the remaining services are
distinct from the services transferred on or before the date of the
contract modification, then the Group accounts for the contract
modifications as if it were a termination of the existing contract
and the creation of a new contract.
The amount of consideration allocated to the remaining
performance obligations is the sum of the consideration promised by
the customer and the consideration promised as part of the contract
modification.
(c) Determining the transaction price
The transaction price is determined as the fair value of the
consideration the Group expects to receive over the course of the
contract. There are no incentives given to customers that would
have a material effect on the financial statements.
(d) Allocate the transaction price to the performance
obligations in the contract
The allocation of the transaction price to the performance
obligations in the contract is non-complex for the Group. There is
a fixed unit price for each product sold. Therefore, there is
limited judgement involved in allocating the contract price to each
unit ordered.
(e) Recognise revenue when or as the entity satisfies its
performance obligations
The contracts may cover multiple sites, but the overarching
terms are consistent in each contract. The set up/installation is
seen as a distinct performance obligation and revenue is recognised
at a point in time, when the installation is completed, and any
hardware is provided to the client for their use. The customer can
benefit from the set up / installation such as new internet
connectivity or new hardware provided, and therefore revenue is
recognised in full when these services are provided.
The second performance obligation is the provision of software,
infrastructure and on-demand services over the term of the
contract, and the Group recognises the revenue each month as it
provides these services for the duration of the contract, i.e. over
time.
(f) Costs to obtain and fulfil a contract
Set up and installation costs are partially invoiced once the
customer contract is signed. The value of the invoiced amount is
held as a contract liability until the performance obligation is
satisfied.
The company incurs incremental costs in obtaining a contract in
the form of sales commissions. The Company recognises the sales
commissions as an asset in relation to costs to obtain a contract.
The company believes that the costs are recoverable as the proceeds
from the customer over the contract period exceed the costs to
obtain the contract. The asset is amortised over the contract life
on a systematic basis.
Contract assets arise from the group's revenue contracts, where
work is performed in advance of invoicing customers, and contract
liabilities arise where revenue is received in advance of work
performed. Cumulatively, payments received from customers at each
balance sheet date do not necessarily equal the amount of revenue
recognised on the contracts. Commission costs capitalised on
contracts represents internal sales commission costs incurred on
signing of customer contracts and, in line with the requirements of
IFRS15, spread over the life of the customer contract.
Finance income
Finance income comprises interest receivable on funds invested
and loans to related parties. Interest income is recognised in
profit or loss as it accrues using the effective interest
method.
Finance costs
Finance costs comprise interest on lease liabilities. Interest
on lease liabilities is charged to the consolidated statement of
comprehensive income over the term of the debt using the effective
interest rate method so that the amount charged is at a constant
rate on the carrying amount. Issue costs are initially recognised
as a reduction in the proceeds of the associated capital
instrument.
Intangible assets
a) Internal software development
Research expenditure is written off in the year in which it is
incurred.
Expenditure on internally developed products is capitalised if
it can be demonstrated that:
-- it is technically and commercially feasible to develop the
asset for future economic benefit;
-- adequate resources are available to maintain and complete the development;
-- there is the intention to complete and develop the asset for future economic benefit;
-- the company is able to use the asset;
-- use of the asset will generate future economic benefit; and
-- expenditure on the development of the asset can be measured reliably.
Where the costs are capitalised, they are written off over their
economic life which is considered by the directors to be 5 to 7
years.
Internally developed products in the course of construction are
carried at cost, less any recognised impairment loss. Amortisation
of these assets, determined on the same basis as other property
assets, commences when the assets are ready for their intended
use.
(b) Goodwill
Goodwill arising on the acquisition of a business represents the
excess of the fair value of the consideration and the fair value of
the Group's share of the identifiable assets and liabilities
acquired. The identifiable assets and liabilities acquired are
incorporated into the consolidated financial statements at their
fair value to the Group.
Subsequent to initial recognition, goodwill is measured at cost
less accumulated impairment losses. Goodwill is tested for
impairment annually. Any impairment is recognised immediately in
the Consolidated Statement of Comprehensive Income and is not
subsequently reversed. On disposal of a business, the attributable
amount of goodwill is included in the determination of the profit
or loss on disposal.
(c) Other intangible assets
Other intangible assets are initially recognised at cost or, if
recognised as part of a business combination, at fair value. After
recognition, intangible assets are measured at cost or fair value
less any accumulated amortisation and any accumulated impairment
losses. Amortisation is calculated to write off the cost or fair
value of intangible assets in equal annual instalments over their
estimated useful lives and is included within administrative
expenses.
The estimated useful lives for other intangible fixed assets
range as follows:
Customer relationships - 6.3 years
Website - 1 year
Acquired software - 5 years
Property, plant and equipment
Property, plant and equipment is carried at historical cost less
accumulated depreciation and any accumulated impairment losses.
Historical cost comprises the aggregate amount paid to acquire
assets and includes costs directly attributable to making the asset
capable of operating as intended.
At each reporting date the Group assesses whether there is an
indication of impairment. If such indication exists, the
recoverable amount of the asset is determined which is the higher
of its fair value less costs to sell and its value in use. An
impairment loss is recognised where the carrying value exceeds the
recoverable amount.
Depreciation is charged so as to allocate the cost of assets
less their residual value over their estimated useful lives or, if
held under a finance lease, over the shorter of the lease term and
the estimated useful life, using the straight line method.
Depreciation is provided at the following annual rates:
Leasehold improvements - 20%
Fixtures and fittings - 25%
Computer equipment - 10% - 25%
The assets residual values, useful lives and depreciation
methods are reviewed, and adjusted prospectively if appropriate, if
there is an indication of a significant change since the last
reporting date.
Gains and losses on disposals are determined by comparing the
proceeds with the carrying amount and are recognised within 'other
operating income or loss' in the statement of comprehensive
income.
Leasehold improvements include security equipment purchased.
Foreign currency translation
(a) Functional and presentation currency
Items included in the financial information of each of the
Group's entities are measured using the currency of the primary
economic environment in which the entity operates ("the functional
currency"). The consolidated financial information is presented in
'sterling', which is essensys plc's functional and the Group's
presentation currency.
On consolidation, the results of overseas subsidiaries are
translated into sterling at rates approximating to those ruling
when the transactions took place. All assets and liabilities of
overseas operations are translated at the rate ruling at the
reporting date, including any goodwill in relation to that entity.
Exchange differences arising on translating the opening net assets
at opening rate and the results of overseas operations at actual
rate are recognised in other comprehensive income.
(b) Transactions and balances
Foreign currency transactions are translated into essensys plc's
functional currency using the exchange rates prevailing at the
dates of the transactions. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the
translation at year-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in
profit or loss.
Foreign exchange gains and losses that relate to borrowings and
cash and cash equivalents are presented in profit or loss within
'finance income or costs. All other foreign exchange gains and
losses are presented in the statement of comprehensive income
within 'other operating income or expense'.
Inventories
Inventories are valued at the lower of cost and net realisable
value. Inventories consist of work in progress, which are items and
third party services that have been purchased and allocated to
satisfy specific customer contracts where title has not yet passed,
and finished goods, which are items purchased to secure sufficient
resources, with a global shortage of silicon, to satisfy expected
future customer contracts. As the items have yet to be installed at
the customer location, and where title has not yet passed, they
remain on the statement of financial position until title has
passed.
Trade and other receivables
Trade receivables, which are generally received by the end of
the month following terms, are recognised and carried at the lower
of their original invoiced value less provision for expected credit
losses.
Cash and cash equivalents
All cash and short-term investments with original maturities of
three months or less are considered cash and cash equivalents,
since they are readily convertible to cash. These short-term
investments are stated at cost, which approximates fair value.
Trade and other payables
Trade payables are obligations to pay for goods and services
that have been acquired in the ordinary course of business from
suppliers. Trade and other payables are recognised at original
cost.
Exceptional items
Exceptional items are those that, in the Directors' view, are
required to be separately disclosed by virtue of the size or
incidence to enable a full understanding of the Group's financial
performance.
Taxation
The tax expense for the period comprises current and deferred
tax. Tax is recognised in the consolidated statement of
comprehensive income, except that a charge attributable to an item
of income or expense recognised as other comprehensive income or to
an item recognised directly in equity is also recognised in other
comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax
rates and laws that have been enacted or substantively enacted by
the reporting date in the countries where essensys plc's
subsidiaries operate and generate taxable income.
Deferred tax balances are recognised in respect of all timing
differences that have originated but not reversed by the statement
of financial position date, except:
-- The recognition of deferred tax assets is limited to the
extent that it is probable that they will be recovered against the
reversal of deferred tax liabilities or other future taxable
profits;
-- Any deferred tax balances are reversed if and when all
conditions for retaining associated tax allowances have been met;
and
-- Where timing differences relate to interests in subsidiaries,
associates, branches and joint ventures and the Group can control
their reversal and such reversal is not considered probable in the
foreseeable future.
Deferred tax balances are not recognised in respect of permanent
differences except in respect of business combinations, when
deferred tax is recognised on the differences between the fair
values of assets acquired and the future tax deductions available
for them and the differences between the fair values of liabilities
acquired and the amount that will be assessed for tax. Deferred
income tax is determined using tax rates and laws that have been
enacted or substantively enacted by the reporting date.
Share capital
Ordinary shares are classified as equity. There is one class of
ordinary share in issue, as detailed in note 20.
Reserves
The Group and Company's reserves are as follows:
-- Called up share capital reserve represents the nominal value of the shares issued;
-- The share premium account includes the premium on issue of
equity shares, net of any issue costs;
-- Share based payment reserve represents the total value
expensed at the balance sheet date in relation to the fair value of
the share options at their grant date expensed over the vesting
period under the relevant share option schemes;
-- Merger reserve arose on the business combination that was
accounted for as a merger in accordance with FRS 102;
-- Retained earnings represents cumulative profits or losses,
net of dividends paid and other adjustments.
Financial assets
The Group classifies all of its financial assets at amortised
cost. Financial assets do not comprise prepayments, or contract
assets, although contract assets are in scope of IFRS 9's
impairment requirements as discussed below. Management determines
the classification of its financial assets at initial
recognition.
The Group's financial assets held at amortised cost comprise
trade and other receivables and cash and cash equivalents in the
consolidated statement of financial position. These assets are
non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market. They arise principally
through the provision of goods and services to customers (e.g.
trade receivables), but also incorporate other types of financial
assets where the objective is to hold their assets in order to
collect contractual cash flows and the contractual cash flows are
solely payments of the principal and interest. They are initially
recognised at fair value plus transaction costs that are directly
attributable to their acquisition or issue and are subsequently
carried at amortised cost using the effective interest rate method,
less provision for impairment.
Impairment provisions for trade receivables are recognised based
on the simplified approach within IFRS 9 using the lifetime
expected credit losses. During this process the probability of the
non-payment of the trade receivables is assessed. This probability
is then multiplied by the amount of the expected loss arising from
default to determine the lifetime expected credit loss for the
trade receivables. For trade receivables, which are reported net;
such provisions are recorded in a separate provision account with
the loss being recognised within administrative expenses in the
consolidated statement of comprehensive income. On confirmation
that the trade receivable will not be collectable, the gross
carrying value of the asset is written off against the associated
provision.
The expected loss rates are based on the Group's historical
credit losses experienced over the last three periods prior to the
period end. The historical loss rates are then adjusted for current
and forward-looking information on macroeconomic factors affecting
the Group's customers. The Group has identified the gross domestic
product (GDP), unemployment rates and inflation rate as the key
macroeconomic factors in the countries that the Group operates.
Impairment provisions for other receivables are recognised based
on the general impairment model within IFRS 9. Under the General
approach, at each reporting date, the Group determines whether
there has been a significant increase in credit risk (SICR) since
initial recognition and whether the loan is credit impaired. This
determines whether the loan is in Stage 1, Stage 2 or Stage 3,
which in turn determines both the amount of ECL to be recognised
i.e. 12-month ECL or Lifetime ECL.
Financial liabilities
The Group classifies its financial liabilities in the category
of financial liabilities at amortised cost. All financial
liabilities are recognised in the statement of financial position
when the Group becomes a party to the contractual provision of the
instrument.
Financial liabilities measured at amortised cost include:
-- Trade payables and other short-dated monetary liabilities,
which are initially recognised at fair value and subsequently
carried at amortised cost using the effective interest rate
method.
-- Bank and other borrowings are initially recognised at fair
value net of any transaction costs directly attributable to the
issue of the instrument. Such interest-bearing liabilities are
subsequently measured at amortised cost using the effective
interest rate method, which ensures that any interest expense over
the period to repayment is at a constant rate on the balance of the
liability carried in the consolidated statement of financial
position. For the purposes of each financial liability, interest
expense includes initial transaction costs and any premium payable
on redemption, as well as any interest or coupon payable while the
liability is outstanding.
Unless otherwise indicated, the carrying values of the Group's
financial liabilities measured at amortised cost represents a
reasonable approximation of their fair values.
Impairment of assets
Assets that are subject to depreciation or amortisation are
assessed at each reporting date to determine whether there is any
indication that the assets are impaired. For the purposes of
assessing impairment, assets are grouped at the lowest levels for
which there are separately identifiable cash flows (cash-generating
units or CGUs).
Where there is any indication that an asset may be impaired, the
carrying value of the asset (or CGUs to which the asset has been
allocated) is tested for impairment. An impairment loss is
recognised for the amount by which the asset's carrying amount
exceeds its recoverable amount. The recoverable amount is the
higher of an asset's (or 'GU's) fair value less costs to sell and
value in use. Non-financial assets that have been previously
impaired are reviewed at each reporting date to assess whether
there is any indication that the impairment losses recognised in
prior periods may no longer exist or may have decreased. Goodwill
is reviewed for impairment on an annual basis, with any impairment
to goodwill not reversed at a later period.
Business combinations
The acquisition method of accounting is used to account for all
business combinations, regardless of whether equity instruments or
other assets are acquired.
The consideration transferred for the acquisition of a
subsidiary comprises the:
-- fair values of the assets transferred
-- liabilities incurred to the former owners of the acquired business
-- equity interests issued by the essensys Group
-- fair value of any asset or liability resulting from a
contingent consideration arrangement, and
-- fair value of any pre-existing equity interest in the subsidiary.
Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are, with limited
exceptions, measured initially at their fair values at the
acquisition date. Acquisition related costs are expensed as
incurred.
The excess of the consideration transferred and acquisition-date
fair value of any previous equity interest in the acquired entity
over the fair value of the net identifiable assets acquired is
recorded as goodwill.
Where settlement of any part of cash consideration is deferred,
the amounts payable in the future are discounted to their present
value as at the date of exchange. The discount rate used is the
entity's incremental borrowing rate, being the rate at which a
similar borrowing could be obtained from an independent financier
under comparable terms and conditions.
Contingent consideration is classified either as equity or a
financial liability. Amounts classified as a financial liability
are subsequently remeasured to fair value with changes in fair
value recognised in profit or loss.
Share-based payments
Equity-settled share-based payments to employees and others
providing similar services are measured at the fair value of the
equity instruments at the grant date.
The fair value determined at the grant date of the
equity-settled share-based payments is expensed on a straight-line
basis over the vesting period, based on the Group's estimate of the
number of equity instruments that will eventually vest. At each
reporting date, the Group revises its estimate on the number of
equity investments expected to vest. The impact of the revision of
the original estimates, if any, is recognised in the Statement of
Comprehensive Income over the remaining vesting period, with a
corresponding adjustment to the Share Based Payment Reserve.
In the event that the terms of equity-settled share-based
payments are modified these are valued at the date of modification
and, where this results in an increase to fair value, the charge is
recognised in the statement of comprehensive income over the
remaining vesting period, or recognised immediately where the
vesting period has already passed.
Leases
All leases are accounted for by recognising a right-of-use asset
and a lease liability except for leases of low value assets; and
leases with a duration of twelve months or less, in line with the
requirements of IFRS 16.
Lease liabilities are measured at the present value of the
contractual payments due to the lessor over the lease term, with
the discount rate determined by reference to the rate inherent in
the lease unless (as is typically the case) this is not readily
determinable, in which case the Group's incremental borrowing rate
on commencement of the lease is used. Variable lease payments are
only included in the measurement of the lease liability if they
depend on an index or rate. In such cases, the initial measurement
of the lease liability assumes the variable element will remain
unchanged throughout the lease term. Other variable lease payments
are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease
liability also includes:
-- Amounts expected to be payable under any residual value guarantee;
-- The exercise price of any purchase option granted in favour
of the Group if it is reasonably certain to assess that option;
-- Any penalties payable for terminating the lease, if the term
of the lease has been estimated on the basis of termination option
being exercised.
Right-of-use assets ("ROUA") are initially measured at the
amount of the lease liability, reduced for any lease incentives
received, and increased for:
-- Lease payments made at or before commencement of the lease;
-- Initial direct costs incurred; and
-- The amount of any provision recognised where the Group is
contractually required to dismantle, remove or restore the leased
asset.
Subsequent to initial measurement lease liabilities increase as
a result of interest charged at a constant rate on the balance
outstanding and are reduced for lease payments made. Right-of-use
assets are amortised on a straight-line basis over the remaining
term of the lease or over the remaining economic life of the asset
if, rarely, this is judged to be shorter than the lease term.
When the Group revises its estimate of the term of any lease
(because, for example, it re-assesses the probability of a lessee
extension or termination option being exercised), it adjusts the
carrying amount of the lease liability to reflect the payments to
make over the revised term, which are discounted at the same
discount rate that applied on lease commencement. The carrying
value of lease liabilities is similarly revised when the variable
element of future lease payments dependent on a rate or index is
revised. In both cases an equivalent adjustment is made to the
carrying value of the right-of-use asset, with the revised carrying
amount being amortised over the remaining (revised) lease term.
When the Group renegotiates the contractual terms of a lease
with the lessor, the accounting depends on the nature of the
modification:
-- If the renegotiation results in one or more additional assets
being leased for an amount commensurate with the standalone price
for the additional rights-of-use obtained, the modification is
accounted for as a separate lease in accordance with the above
policy;
-- In all other cases where the renegotiated increases the scope
of the lease (whether that is an extension to the lease term, or
one or more additional assets being leased), the lease liability is
remeasured using the discount rate applicable on the modification
date, with the right-of-use asset being adjusted by the same
amount;
-- If the renegotiation results in a decrease in the scope of
the lease, both the carrying amount of the lease liability and
right-of-use asset are reduced by the same proportion to reflect
the partial or full termination of the lease with any difference
recognised in profit or loss. The lease liability is then further
adjusted to ensure its carrying amount reflects the amount of the
renegotiated payments over the renegotiated term, with the modified
lease payments discounted at the rate applicable on the
modification date. The right-of-use asset is adjusted by the same
amount.
For contracts that both convey a right to The Group to use an
identified asset and require services to be provided to The Group
by the lessor, The Group has elected to account for the entire
contract as a lease, i.e. it does allocate any amount of the
contractual payments to, and account separately for, any services
provided by the supplier as part of the contract.
Retirement benefits
The Group operates a number of defined contribution plans. A
defined contribution plan is a pension plan under which the
employer pays fixed contributions into a separate entity.
Contributions payable to the plan are charged to the income
statement in the period in which they relate. The Group has no
legal or constructive obligations to pay further contributions if
the fund does not hold sufficient assets to pay all employees the
benefits relating to employee service in the current and prior
periods.
Holiday pay accrual
All employees accrue holiday pay during the calendar year, the
Board encourages all employees to use their full entitlement
throughout the year. A liability is recognised to the extent of any
unused holiday pay entitlement which has accrued at the statement
of financial position date and carried forward to future periods.
This is measured at the undiscounted salary cost of the future
holiday entitlement so accrued at the balance sheet date.
Standards adopted in the year
No new standards have been adopted in the reporting period as
all were adopted previously.
Standards, amendments and interpretations not yet effective
There are no standards issued not yet effective that will have a
material effect on the Group's financial statements. The Group has
not early adopted any standards, interpretations or amendments that
have been issued but are not yet effective.
Significant accounting judgements, estimates and assumptions
5
The Group makes certain estimates and assumptions regarding the
future. Estimates and judgements are continually evaluated based on
historical experience and other factors, including the expectation
of future events that are believed to be reasonable under the
circumstances. In the future, actual experience may differ from
these estimates and assumptions. The estimates and judgements that
have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next
financial year are detailed below.
Capitalisation of development costs
Costs are capitalised in relation to the development of the
underlying software utilised within the Group. The most critical
judgement is establishing whether the costs capitalised meet the
criteria set out within IAS 38. Further, the most critical estimate
is how the intangible asset can generate future economic benefit.
Projects that are maintenance in nature are expensed as incurred
whereas development that generates benefits to the group are
capitalised. After capitalisation management monitors whether the
recognition requirements continue to be met and whether there are
any indicators that the capitalised costs are required to be
impaired. See note 14 for details of amounts capitalised.
Measurement and impairment of goodwill and intangible assets
As set out in note 4 above the carrying value of goodwill is
reviewed for impairment at least annually and for other intangible
assets when an indication of impairment is identified. In
determining whether goodwill or intangible assets are impaired, an
estimation of the value in use of the Group is required. This
calculation of value in use requires estimates to be made relating
to the timing and amount of future cash flows expected and suitable
discount rates based on the Group's weighted average cost of
capital, in addition to the estimation involved in preparing the
initial projected cash flows for the next 5 years.
These estimates have been used to conclude that no impairment is
required to either goodwill or intangible assets but are
judgemental in nature. See note 14 for details of the key
assumptions made.
Valuation of Share Options
During the year the Group incurred a share-based payment charge
of GBP741,000 (2021: GBP560,000).
The charge related to options in the Group granted at IPO, a
modification to the terms of certain of those options granted at
IPO and new options granted during the year ended 31 July 2022 is
based on valuations undertaken using a Black Scholes or Monte Carlo
Simulation option pricing models, depending on the type of option.
Judgements were required when assessing the valuation in relation
to share price volatility, the expected life of the options issued,
the proportion that would be exercised, the risk-free rate
applicable and the likely achievement of performance targets where
applicable. The modification to the terms of certain options
granted at IPO resulted in an increased fair value for which a
charge was recognised immediately as the original vesting period
had passed. The valuation of those options issued after IPO is
spread over the vesting period and there will, therefore, be
further share based payment expenses in future years in relation to
those options. See note 27 for details.
Segmental Reporting
6
The Group generates revenue largely in the UK and the USA. The
majority of the Group's customers provide flexible office
facilities together with ancillary services (e.g. meeting rooms and
virtual services) including technology connectivity.
The Group generates revenue from the following activities:
-- Establishing services at customer sites (e.g. providing and
managing installations, equipment and training on software);
Recurring monthly fees for using the Group's software
platforms;
-- Revenue from usage of on demand services such as internet and
telephone usage and other, on demand, variable services; and
-- Other ad-hoc service.
Segmental Reporting (continued)
6
The Group has one single business segment which is the provision
of software and technology platforms that manage the critical
infrastructure and business processes, primarily to the flexible
workspace segment of the real estate industry. The Group has two
revenue segments and three geographical segments, as detailed in
the tables below.
6A Revenue analysis by geographic area
The Group operates in two main geographic areas, the United
Kingdom and the United States of America. The whole of
the turnover is attributed to the principal activity. The
Group's revenue per geographical segment is as follows:
2022 2021
GBP000 GBP000
Analysis of turnover by country of destination:
United Kingdom and Europe 9,797 10,610
North America 13,233 11,334
Asia Pacific region 268 -
Rest of World - 38
_________ _________
Total Income 23,298 21,982
_________ _________
6B Revenue analysis by revenue streams
The Group has two main revenue streams, Operate and Connect.
The Group's revenue per revenue stream is as follows:
2022 2021
GBP000 GBP000
Connect 21,479 19,934
Operate 1,819 2,048
_________ _________
Total Income 23,298 21,982
_________ _________
Connect revenue includes all revenue generated in relation to
the Group's Connect product. It includes revenue recognised at a
point in time as well as recognised over a period of time.
Operate revenue includes all revenue generated in relation to
the Group's Operate product. The revenue is recognised over a
period of time.
6C Revenue disaggregated by 'point in
time' and 'over time'
The Group revenue disaggregated between revenue recognised
'at a point in time' and 'over time' is as follows:
2022 2021
GBP000 GBP000
Revenue recognised at a point in time 3,158 2,868
Revenue recognised over time 20,140 19,114
_________ _________
Total Income 23,298 21,982
_________ _________
6D Revenue from customers greater than
10%
Revenue from customers greater than 10% in each reporting
period is as follows:
2022 2021
GBP000 GBP000
Customer 1 5,422 4,319
Customer 2 - 2,302
_________ _________
Contract assets and liabilities
6E
Contract asset movements were as follows:
2022 2021
GBP000 GBP000
At 1 August 345 420
Transfers in the period from contract
assets to trade receivables (85) (159)
Excess of revenue recognised over cash
(or rights to cash) being recognised
during the period 558 75
Capital asset contract contributions
capitalised 37 32
Capital asset contract contributions
released as contract obligations are
fulfilled (28) (19)
Capitalised commission cost released
as contract obligations fulfilled (111) (297)
Commission costs capitalised on contracts 171 293
_________ _________
At 31 July 887 345
_________ _________
Contract liability movements were as follows:
2022 2021
GBP000 GBP000
At 1 August 323 550
Amounts included in contract liabilities
that were recognised as revenue during
the period (323) (550)
Cash received and receivables in advance
of performance and not recognised as
revenue during the period 815 323
_________ _________
At 31 July 815 323
_________ _________
Contract assets are included within 'trade and other
receivables' and contract liabilities is shown separately on the
face of the statement of financial position. Contract assets arise
from the group's revenue contracts, where work is performed in
advance of invoicing customers, and contract liabilities arise
where revenue is received in advance of work performed.
Cumulatively, payments received from customers at each balance
sheet date do not necessarily equal the amount of revenue
recognised on the contracts. Capital asset contract contributions
represents costs incurred by the Group in the form of customer
incentives spread over the life of the customer contract.
Commission costs capitalised on contracts represents internal sales
commission costs incurred on signing of customer contracts and, in
line with the requirements of IFRS15, spread over the life of the
customer contract.
Operating loss
7
2022 2021
GBP000 GBP000
This is arrived at after charging/(crediting):
Amortisation of intangible assets 1,241 1,308
Depreciation of tangible fixed assets 617 969
Depreciation of right of use assets 1,268 1,205
Impairment of goodwill 122 -
Fees payable to the Group's auditor (see
below) 260 197
Loss on disposal of tangible fixed assets 36 -
Amortisation of loan arrangement fee - 202
Exchange differences - (122)
Research & Development expense 3,006 1,345
Staff costs (note 8) 19,384 11,643
Share based payment charges 741 560
Increase to expected credit loss provision 54 45
_______ _______
Analysis of fees paid to the Group's
auditor:
Annual financial statements - parent
company 60 36
Annual financial statements - subsidiary
companies 94 82
_________ _________
Audit Fee 154 118
_________ _________
Assurance services 35 35
Other services 71 44
_________ _________
Non audit services 106 79
_________ _________
Total fee 260 197
_______ _______
Employees
8
Staff costs (including directors) consist
of:
2022 2021
GBP000 GBP000
Wages and salaries 13,898 8,663
Social security costs 1,546 1,003
Cost of defined contribution scheme 426 284
Other 3,514 1,693
_________ _________
19,384 11,643
_________ _________
Other staff costs comprise the cost of recruitment, other
employee benefits, redundancy and temporary staff.
The average number of employees (including directors)
during the year was as follows:
2022 2021
No. No.
Executive 9 6
Sales & Marketing 26 20
Finance & Administration 26 14
Support 38 32
Development 52 33
Provisioning 6 7
_________ _________
157 112
_________ _________
Key management remuneration
9
Key management personnel include all the directors of the
Company and the senior management and directors of essensys
(UK) Limited and essensys, Inc, the Group's principal trading
subsidiaries, who together have authority and responsibility
for planning, directing, and controlling the activities
of the Group.
2022 2021
GBP000 GBP000
Salaries and fees 2,658 1,687
Social security costs 275 187
Short term non-monetary benefits 23 17
Company contributions to money purchase
pension schemes 129 110
Share based payment expense 409 408
_________ _________
3,494 2,409
_________ _________
Interest receivable and similar income
10
2022 2021
GBP000 GBP000
Interest receivable from bank deposits 94 -
_________ _________
94 -
_________ _________
Interest payable and similar charges
11
2022 2021
GBP000 GBP000
Lease liabilities 147 127
_________ _________
147 127
_________ _________
Taxation on loss on ordinary activities
12
2022 2021
GBP000 GBP000
Current tax
UK corporation tax - -
Recovery of irrecoverable tax on loans - -
to participators
Adjustment in respect of previous periods - -
Foreign tax on income for the year 8 41
_________ _________
Total current tax 8 41
_________ _________
Deferred tax
Origination and reversal of timing differences (260) 241
Adjustments in respect of prior periods (34) 129
_________ _________
Total deferred tax (294) 370
_________ _________
Taxation on profit on ordinary activities (286) 411
_________ _________
The tax assessed for the year is higher than the standard rate
of corporation tax in the UK applied to profit before tax. The
differences are explained below:
2022 2021
GBP000 GBP000
Loss on ordinary activities before tax (11,085) (2,928)
_________ _________
Tax using the Group's domestic tax rates
(19%) (2,106) (556)
Effects of:
Fixed asset differences 199 239
Expenses not deductible for tax purposes 351 19
Income not taxable for tax purposes (14) -
Adjust closing deferred tax to average
rate (36) 19
Timing differences not recognised (24) (85)
Deferred tax not recognised 1,344 775
_________ _________
Total tax charge for period (286) 411
_________ _________
Changes to the UK corporation tax rates were substantively
enacted as part of Finance Bill 2022 (on 10 June 2021). This
included an increase to the main rate to increase the rate to 25%
from 1 April 2023.
The deferred tax arises primarily from timing differences on the
taxation related to capitalised development costs.
Earnings per share
13
2022 2021
Basic weighted average number of shares 64,385,219 53,713,487
_________ _________
Fully diluted weighted average number of
shares 64,385,219 53,713,487
_________ _________
2022 2021
GBP000 GBP000
Loss for the year attributable to owners
of the group (10,799) (3,339)
_________ _________
Basic and diluted loss per share (pence) (16.8p) (6.2p)
_________ _________
The loss per share has been calculated using the loss for the
year and the weighted average number of ordinary shares outstanding
during the period.
Share options held at the year-ended 31 July 2022 are
anti-dilutive and so have not been included in the diluted earnings
per share calculation.
Intangible assets
14
Assets in Customer Internal
the course software
Group Of construction relationships development Software Goodwill Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Cost
At 1 August 2021 1,412 335 7,832 280 1,263 11,122
Additions 215 - 3,872 - - 4,087
Transfers (1,412) - 1,412 - - -
_________ _________ _________ _________ _________ _________
At 31 July 2022 215 335 13,116 280 1,263 15,209
_________ _________ _________ _________ _________ _________
Amortisation
At 1 August 2021 - 335 4,309 280 - 4,924
Charge for year - - 1,241 - - 1,241
Impairment - - - - 122 122
_________ _________ _________ _________ _________ _________
At 31 July 2022 - 335 5,550 280 122 6,287
_________ _________ _________ _________ _________ _________
Net book value
At 31 July 2022 215 - 7,566 - 1,141 8,922
_________ _________ _________ _________ _________ _________
At 31 July 2021 1,412 - 3,523 - 1,263 6,198
_________ _________ _________ _________ _________ _________
The goodwill relates to the acquisition of Hubcreate Limited on
18 February 2016. The goodwill all relates to one cash generating
unit (CGU).
The Group estimates the recoverable amount of the CGU using a
value in use model by projecting pre-tax cash flows for the next 5
years. The key assumptions underpinning the recoverable amount of
the CGU are forecast revenue and forecast EBITDA percentage. The
forecast revenues in the model are based on management's past
experience and future expectations of performance. The post-tax
discount rate used in all periods is 12% derived from a WACC
calculation and benchmarked against similar organisations within
the sector. Management do not anticipate this CGU providing long
term future cash flows for the group. As such the latest projection
shows a 11% decline in revenue year on year which is consistent
with the decline in revenue during FY22. Using a discount rate of
12% resulted in an impairment of GBP122,000 and as such an the
impairment charge has been booked in this period.
Intangible assets
14
Assets in Customer Internal
the course software
Group Of construction relationships development Software Goodwill Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Cost - 335 6,751 280 1,263 8,629
At 1 August 2020 1,412 - 1,081 - - 2,493
Additions _________ _________ _________ _________ _________ _________
1,412 335 7,832 280 1,263 11,122
At 31 July 2021 _________ _________ _________ _________ _________ _________
Amortisation - 293 3,043 280 - 3,616
At 1 August 2020 - 42 1,266 - - 1,308
Charge for year _________ _________ _________ _________ _________ _________
- 335 4,309 280 - 4,924
At 31 July 2021 _________ _________ _________ _________ _________ _________
Net book value 1,412 - 3,523 - 1,263 6,198
At 31 July 2021 _________ _________ _________ _________ _________ _________
- 42 3,708 - 1,263 5,013
At 31 July 2020 _________ _________ _________ _________ _________ _________
Property, plant and
15 equipment
Fixtures Computer Leasehold
and
Group fittings equipment improvements Total
GBP000 GBP000 GBP000 GBP000
Cost
At 1 August
2021 382 8,387 130 8,899
Additions 34 1,504 3 1,541
Disposals (188) - (33) (221)
Transfers (note
16) - 180 584 764
Exchange adjustments 14 534 2 550
_________ _________ _________ _________
At 31 July
2022 242 10,605 686 11,533
_________ _________ _________ _________
Depreciation
At 1 August
2021 322 7,020 86 7,428
Charge for year 29 564 24 617
Disposals (152) - (33) (185)
Transfers (note
16) - 129 318 447
Exchange adjustments 8 396 3 407
_________ _________ _________ _________
At 31 July
2022 207 8,109 398 8,714
_________ _________ _________ _________
Net book value
At 31 July
2022 34 2,492 288 2,819
_________ _________ _________ _________
At 31 July 2021 60 1,367 44 1,471
_________ _________ _________ _________
Fixtures Computer Leasehold
and
fittings equipment improvements Total
GBP000 GBP000 GBP000 GBP000
Cost
At 1 August
2020 247 6,601 132 6,980
Additions 3 783 - 786
Transfers (note
16) 142 1,185 - 1,327
Exchange adjustments (10) (182) (2) (194)
_________ _________ _________ _________
At 31 July
2021 382 8,387 130 8,899
_________ _________ _________ _________
Depreciation
At 1 August
2020 154 5,053 78 5,285
Charge for year 33 926 10 969
Transfers (note
16) 142 1,185 - 1,327
Exchange adjustments (7) (144) (2) (153)
_________ _________ _________ _________
At 31 July
2021 322 7,020 86 7,428
_________ _________ _________ _________
Net book value
At 31 July
2021 60 1,367 44 1,471
_________ _________ _________ _________
At 31 July 2020 94 1,547 54 1,695
_________ _________ _________ _________
Transfers represent right of use assets which reached their
contract term and where legal title transferred to the Group.
Right of use
16 assets
Leasehold Fixtures Computer Leasehold
and
Group property fittings equipment improvements Total
GBP000 GBP000 GBP000 GBP000 GBP000
Cost
At 1 August 2021 5,482 - 342 584 6,408
Additions 1,062 - - - 1,062
Lease remeasurement 1,136 - - - 1,136
Disposal (872) - - - (872)
Transfers (note
15) - - (180) (584) (764)
Exchange adjustments 241 - - - 241
_________ _________ _________ _________ _________
At 31 July 2022 7,049 - 162 - 7,211
_________ _________ _________ _________ _________
Depreciation
At 1 August 2021 3,693 - 278 277 4,248
Charge for year 1,214 - 13 41 1,268
Disposal (462) - - - (462)
Transfers (note
15) - - (129) (318) (447)
Exchange adjustments 122 - - - 122
_________ _________ _________ _________ _________
At 31 July 2022 4,567 - 162 - 4,729
_________ _________ _________ ______ _________
Net book value
At 31 July 2022 2,482 - - - 2,482
_________ _________ _________ _________ _________
At 31 July 2021 1,789 - 64 307 2,160
_________ _________ _________ _________ _________
Leasehold Fixtures Computer Leasehold
and
Property fittings equipment improvements Total
GBP000 GBP000 GBP000 GBP000 GBP000
Cost
At 1 August 2020 4,204 142 1,527 584 6,457
Lease remeasurement 1,237 - - - 1,237
Transfers (note
15) - (142) (1,185) - (1,327)
Exchange adjustments 41 - - - 41
_________ _________ _________ _________ _________
At 31 July 2021 5,482 - 342 584 6,408
_________ _________ _________ _________ _________
Depreciation
At 1 August 2020 2,609 134 1,440 219 4,402
Charge for year 1,116 8 23 58 1,205
Transfers (note
15) - (142) (1,185) - (1,327)
Exchange adjustments (32) - - - (32)
_________ _________ _________ _________ _________
At 31 July 2021 3,693 - 278 277 4,248
_________ _________ _________ ______ _________
Net book value
At 31 July 2021 1,789 - 64 307 2,160
_________ _________ _________ _________ _________
At 31 July 2020 1,595 8 87 365 2,055
_________ _________ _________ _________ _________
Subsidiaries
17
Subsidiary undertakings, associated undertakings and other
investments
The following were subsidiary undertakings of the company:
Proportion
of
Country of voting rights
incorporation and ordinary
Name or registration share capital Status Nature of business
held
essensys United Kingdom 100% Trading Provider of software
(UK) Ltd and technology
platforms to the
flexible workspace
industry
essensys, United States 100% Trading Provider of software
Inc of America and technology
platforms to the
flexible workspace
industry
essensys Canada 100% Trading Provider of software
(Canada) and technology
Inc platforms to the
flexible workspace
industry
essensys Netherlands 100% Trading Provider of software
(Europe) and technology
BV platforms to the
flexible workspace
industry
essensys United Kingdom 100% Non-trading Provider of software
(APAC Holdings) and technology
Ltd platforms to the
flexible workspace
industry
essensys Hong Kong 100% Trading Provider of software
(Hong Kong) and technology
Ltd platforms to the
flexible workspace
industry
essensys Singapore 100% Trading Provider of software
(Singapore) and technology
Pte Ltd platforms to the
flexible workspace
industry
essensys Australia 100% Trading Provider of software
(Australia) and technology
Pty Ltd platforms to the
flexible workspace
industry
Hubcreate United Kingdom 100% Non-trading Provider of workspace
Limited management software
TVOC Limited United Kingdom 100% Non-trading Virtual office
provider
Spacebuddi United Kingdom 95% Dormant -
Limited
The registered office of essensys (UK) Ltd, essensys (APAC
Holdings) Ltd, Hubcreate Limited, TVOC Limited and Spacebuddi
Limited are as per the Company as given on the company information
page.
The office of essensys Inc is 600 5th Avenue, Floor 2, New York
City, NY 10020, United States of America.
The registered office of essensys (Canada) Inc is 550 Burrard
Street, Vancouver, British Columbia, V6C 0A3
The registered office of essensys (Europe) BV is Herikerbergweg
88, Amsterdam, 1101CM.
The registered office of essensys (Hong Kong) Ltd Room 1901,
19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong.
The registered office of essensys (Singapore) Pte Ltd is 9
Raffles Place, #26-01, Republic Plaza, 048619, Singapore.
The registered office of essensys (Australia) Pty Ltd is Suite
902, 146 Arthur Street, North Sydney, NSW 2060, Australia.
18 Inventories
2022 2021
GBP000 GBP000
Finished goods 2,353 -
Work in progress 193 184
_________ _________
2,546 184
_________ _________
Work in progress are items and third-party services purchased to
satisfy specific customer contracts, where title has not yet
passed. Finished goods are items purchased to secure sufficient
resources, with a global shortage of silicon, to satisfy expected
future customer contracts.
19 Trade and other receivables
2022 2021
GBP000 GBP000
Trade receivables (net) 3,684 3,462
Other receivables 465 409
Prepayments 1,316 1,063
Contract asset 887 345
Current taxes receivable 82 -
_________ _________
6,434 5,279
_________ _________
Analysis of trade receivables based on age of invoices
31 - Total Total
< 30 60 61 -90 > 90 Gross ECL Net
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---- -------- -------- -------- -------- -------- -------- --------
2022 1,762 256 429 1,871 4,318 (634) 3,684
2021 2,103 334 217 1,388 4,042 (580) 3,462
---- -------- -------- -------- -------- -------- -------- --------
Trade receivables are amounts due from customers for goods sold
or services performed in the ordinary course of business. They are
generally due for settlement within 30 days and therefore are all
classified as current. The majority of trade and other receivables
are non-interest bearing. Where the effect is material, trade and
other receivables are discounted using discount rates which reflect
the relevant costs of financing. The carrying amount of trade and
other receivables approximates fair value.
The Group applies the IFRS 9 simplified approach to measuring
expected credit losses (ECL) which uses a lifetime expected loss
allowance for all trade receivables. The ECL balance has been
determined based on historical data available to management in
addition to forward looking information utilising management
knowledge.
At 31 July 2022 the lifetime expected loss provision for trade
receivables and contract assets is as follows:
31 July 2022
Less than 31 to 61 to 91 or
30 60 90 more
days past days days past days past Total
due past due due due
GBP000 GBP000 GBP000 GBP000 GBP000
Expected loss
rate 0% 5.4% 8.6% 31.2%
Gross carrying
amount 2,650 256 429 1,871 5,206
ECL - 14 37 583 634
31 July 2021
Less than 31 to 61 to 91 or
30 60 90 more
days past days days past days past Total
due past due due due
GBP000 GBP000 GBP000 GBP000 GBP000
Expected loss
rate 0% 5.4% 10.6% 38.8%
Gross carrying
amount 2,448 334 217 1,388 4,387
ECL - 18 23 539 580
19 Trade and other receivables ( continued
)
Movements in the ECL are as follows:
2022 2021
GBP000 GBP000
Opening ECL at 1 August 580 535
Increase during the year 423 220
Receivables written off as uncollectable (369) (175)
_______ _______
ECL charge for the year 54 45
_______ _______
At 31 July 634 580
_______ _______
Share capital
20
2022 2021
GBP000 GBP000
Allotted, called up and fully paid
64,385,219 (2021 - 64,385,219) ordinary
shares of 0.25p each (2021 - 0.25p) 161 161
_______ _______
On 26 July 2021 the Company issued 11,641,890 new ordinary
shares of 0.25 pence each at a price of 285 pence per share by way
of a share placing.
Share premium
21
2022 2021
GBP000 GBP000
Share premium at start of period 51,660 19,881
Issue of new shares - 33,150
Cost of issuing new shares recognised
in equity - (1,371)
_______ _______
51,660 51,660
_______ _______
Trade and other payables
22
2022 2021
GBP000 GBP000
Amounts falling due within one year
Trade payables 4,487 2,376
Other taxes and social security 244 282
Other creditors 1,050 439
Accruals 1,641 1,132
_________ _________
7,422 4,229
_________ _________
Lease liabilities
23
Nature of leasing activities
The Group leases a number of assets in the jurisdictions from
which it operates in with all lease payments fixed over the lease
term.
2022 2021
GBP000 GBP000
Number of active leases 15 15
_________ _________
The Group sometimes negotiates break clauses in its leases. On a
case-by-case basis, the Group will consider whether the absence of
a break clause would expose the Group to excessive risk. Typically,
factors considered in deciding to negotiate a break clause
include:
-- The length of the lease term;
-- The economic stability of the environment in which the property is located; and
-- Whether the location represents a new area of operations for the Group.
At both 31 July 2022 and 2021 the carrying amounts of lease
liabilities are not reduced by the amount of payments that would be
avoided from exercising break clauses because on both dates it was
considered reasonably certain that the Group would not exercise its
right to exercise any right to break the lease. Where extensions to
leases are permitted the Group has chosen to assume that the
extensions will be taken and liabilities reflect this position.
Leasehold Fixtures Computer Leasehold
and
property fittings equipment improvements Total
GBP000 GBP000 GBP000 GBP000 GBP000
At 1 August 2021 1,841 29 20 45 1,935
Additions 1,061 - - - 1,061
Interest expense 145 1 - 1 147
Effect of modifying
lease term 877 - - - 877
Lease payments (944) (30) (20) (46) (1,040)
Foreign exchange
movements 148 - - - 148
_________ _________ _________ _________ _________
At 31 July 2022 3,128 - - - 3,128
_________ _________ _________ _________ _________
Leasehold Fixtures Computer Leasehold
and
property fittings equipment improvements Total
GBP000 GBP000 GBP000 GBP000 GBP000
At 1 August 2020 1,820 57 88 177 2,142
Additions 1,514 - - - 1,514
Interest expense 108 4 4 11 127
Effect of modifying
lease term 79 - - - 79
Lease payments (1,616) (32) (72) (143) (1,863)
Foreign exchange
movements (64) - - - (64)
_________ _________ _________ _________ _________
At 31 July 2021 1,841 29 20 45 1,935
_________ _________ _________ _________ _________
Lease liabilities ( continued )
23
Lease maturity
Leasehold Fixtures Computer Leasehold
and
property fittings equipment improvements Total
GBP000 GBP000 GBP000 GBP000 GBP000
2022 2022 2022 2022 2022
Up to 3 months - - - - -
3 to 12 months 135 - - - 135
1-2 years 389 - - - 389
2-5 years 2,604 - - - 2,604
_________ _________ _________ _________ _________
3,218 - - - 3,218
_________ _________ _________ _________ _________
Leasehold Fixtures Computer Leasehold
and
property fittings equipment improvements Total
GBP000 GBP000 GBP000 GBP000 GBP000
2021 2021 2021 2021 2021
Up to 3 months 4 - - 45 49
3 to 12 months 126 29 20 - 175
1-2 years 252 - - - 252
2-5 years 1,459 - - - 1,459
More than 5 years _________ _________ _________ _________ _________
1,841 29 20 45 1,935
_________ _________ _________ _________ _________
Analysis by current and non-current
Leasehold Fixtures Computer Leasehold
and
property fittings equipment improvements Total
GBP000 GBP000 GBP000 GBP000 GBP000
2022 2022 2022 2022 2022
Due within a year 1,469 - - - 1,469
Due in more than
one year 1,659 - - - 1,659
_________ _________ _________ _________ _________
3,128 - - - 3,128
_________ _________ _________ _________ _________
Leasehold Fixtures Computer Leasehold
and
property fittings equipment improvements Total
GBP000 GBP000 GBP000 GBP000 GBP000
2021 2021 2021 2021 2021
Due within a year 849 29 20 45 943
Due in more than
one year 992 - - - 992
_________ _________ _________ _________ _________
1,841 29 20 45 1,935
_________ _________ _________ _________ _________
Deferred taxation
24
2022 2021
GBP000 GBP000
Brought forward 779 409
(Credited)/charged to the income statement (294) 370
_________ _________
Carried forward 485 779
_________ _________
The provision for deferred taxation is
made up as follows:
2022 2021
GBP000 GBP000
Fixed asset timing
differences 485 779
_________ _________
485 779
_________ _________
Factors that may affect future tax charges
Changes to the UK corporation tax rates were substantively
enacted as part of Finance Bill 2015 (on 26 October 2015) and
Finance Bill 2016 (on 7 September 2016). These included reductions
to the main rate to reduce the rate to 19 per cent. from 1 April
2017 and to 17 per cent. from 1 April 2021. However, on 17 March
2021 the rate reduction due to come in effect on 1 April 2021 was
substantively reversed so that the main rate of taxation will
remain at 19 per cent, and this has been reflected in these
financial statements.
Changes to the UK corporation tax rates were substantively
enacted as part of Finance Bill 2021 (on 10 June 2021). This
included an increase to the main rate to increase the rate to 25%
from 1 April 2023. The UK government has proposed the abolishment
of the increase to the tax rate, but at the signing date of these
financial statements the reversal has not yet been substantively
enacted and so the rate has not been adjusted.
Financial instruments
25
The Group is exposed through its operations to the following
financial risks:
-- Credit risk
-- Foreign exchange risk
-- Liquidity risk
In common with all other business, the Group is exposed to risks
that arise from its use of financial instruments. This note
describes the Group's objectives, policies and processes for
managing those risks and the methods used to measure them. Further
quantitative information in respect to these risks is presented
throughout these financial statements.
There have been no substantive changes in the Group's exposure
to financial instrument risks, its objectives, policies and
procedures for managing those risks or the methods used to measure
them from previous periods unless otherwise stated in this
note.
Principal financial instruments
The principal financial instruments used by the Group, from
which financial instrument risk arises are as follows:
-- Trade receivables
-- Cash and cash equivalents
-- Trade and other payables
-- Bank overdrafts
It is Group policy that no trading in financial instruments
should be undertaken.
Financial instruments ( continued )
25
Financial instruments by category
2022 2021
GBP000 GBP000
Financial assets at amortised cost
Cash and cash equivalents 24,122 36,903
Trade and other receivables 4,707 3,946
_________ _________
Total financial assets at amortised cost 28,829 40,849
_________ _________
Financial liabilities
Trade and other payables 7,178 3,947
Lease liabilities 3,128 1,935
_________ _________
Total financial liabilities 10,306 5,882
_________ _________
Financial instruments not measured at fair value
These include cash and cash equivalents, trade and other
receivables, trade and other payables, and loans and borrowings.
Due to their short-term nature, the carrying value of cash and cash
equivalents, trade and other receivables and trade and other
payables approximates their fair value.
The Group's activities expose it to a variety of financial
risks:
-- Market risk (including foreign exchange risk, price risk and interest rate risk)
-- Credit risk
-- Liquidity risk
The financial risks relate to the following financial
instruments:
-- Cash and cash equivalents
-- Trade and other receivables
-- Trade and other payables
-- Loans and borrowings
The accounting policies with respect to these financial
instruments are described above.
Risk management is carried out by the key management personnel.
Key management personnel include all the directors of the Company
and the senior management and directors of essensys (UK) Limited,
the Group's principal trading subsidiary, who together have
authority and responsibility for planning, directing, and
controlling the activities of the Group. The key management
personnel identify and evaluate financial risks and provide
principals for overall risk management.
(a) Credit Risk
Credit risk is the risk of financial loss to the Group if a
customer fails to meet its contractual obligations. The Group is
mainly exposed to credit risk from credit sales. It is Group
policy, implemented locally, to assess the credit risk of new
customers before entering contracts.
Financial instruments ( continued )
25
Financial instruments not measured at fair value (continued)
(b) Market risk
(i) Foreign exchange risk
Foreign exchange risk arises because the Group operates in the
United Kingdom, Europe, North America and the Asia Pacific region,
whose functional currency is not the same as the presentational
currency of the Group. Foreign exchange risk also arises when
individual companies within the group enter into transactions
denominated in currencies other than their functional currency.
Such transactions are kept to a minimum either through the choice
of suppliers or presenting sales invoices in the functional
currency.
Certain assets of the group companies are denominated in foreign
currencies. Similarly, the Group has financial liabilities
denominated in those same currencies. In general, the Group seeks
to maintain the financial assets and financial liabilities in each
of the foreign currencies at a reasonably comparable level, thus
providing a natural hedge against foreign exchange risk and
reducing foreign exchange exposure to a minimal level.
2022 2021
GBP000 GBP000
Financial assets 21,541 35,683
Financial liabilities 3,368 2,443
_________ _________
The table below represents financial instruments that
are denominated in currencies other than the functional
currencies of the group entities:
2022 2021
US$000 US$000
Financial assets 7,249 6,891
Financial liabilities 3,661 2,118
_________ _________
2022 2021
CA$000 CA$000
Financial assets 93 317
Financial liabilities 6 6
_________ _________
2022 2021
EUR000 EUR000
Financial assets 658 191
Financial liabilities 336 109
_________ _________
2022 2021
HK$000 HK$000
Financial assets 1,962 -
Financial liabilities 1,064 -
_________ _________
2022 2021
SG$000 SG$000
Financial assets 1,024 -
Financial liabilities 829 -
_________ _________
2022 2021
AU$000 AU$000
Financial assets 545 -
Financial liabilities 379 -
_________ _________
Financial instruments ( continued )
25
A 10 per cent weakening of the Group's reporting currency
against the United States Dollar would have the following impacts
on the groups reporting currency on the financial assets and
liabilities listed above in United States Dollar:
2022 2021
$000 $000
Financial assets (541) (450)
Financial liabilities (273) (138)
_________ _________
(ii) Interest rate risk
The Group's interest rate exposure arises mainly from the
interest-bearing borrowings as disclosed in note 23. All the
Group's facilities were floating rates excluding interest from
leases, which exposed the group to cash flow risk. As at 31 July
2022 there are no loans outstanding, (2021 - GBPnil) and the
overdraft facility is available but not in use. Therefore, there is
no material exposure to interest rate risk.
(c) Liquidity Risk
Prudent liquidity risk management implies maintaining sufficient
cash flows for operations. The Group manages its risk to shortage
of funds by monitoring forecast and actual cash flows. The Group
monitors its risk to a shortage of funds using a recurring
liquidity planning tool. This tool considers the majority of both
its borrowings and payables.
The Group has no borrowings at 31 July 2022 (2021: GBPnil).
A maturity analysis of the Group's trade and other payables is
shown below:
2022 2021
GBP000 GBP000
Less than one year 7,178 3,947
_________ _________
7,178 3,947
_________ _________
Pension commitments
26
The group operates defined contribution pension schemes. The
assets of the schemes are held separately from those of the group
in an independently administered fund. The pension cost charge
represents contributions payable by the group to the funds.
2022 2021
GBP000 GBP000
Pension charge 426 284
_______ _______
Pension liability 78 38
_______ _______
Share based payments
27
The Company operates five equity-settled share-based
remuneration schemes for employees; two United Kingdom tax
authority approved schemes (one EMI and one CSOP), an unapproved
Performance Share Plan scheme, a share option plan for non-United
Kingdom employees and an unapproved Non-Executive Director Plan.
The UK plans includes employees from the Company and its main UK
trading subsidiary essensys (UK) Ltd.
Weighted Weighted
average average
exercise exercise
price price
(GBP) Number (GBP) Number
2022 2022 2021 2021
Outstanding at the
beginning of the year 1.08 3,378,829 1.02 2,966,241
Granted during the
year 0.25 89,219 1.56 576,479
Forfeited during the
year 1.60 (110,545) 1.52 (163,891)
Exercised during the - - - -
year
_________ _________
Outstanding at the
end of the year 1.04 3,357,503 1.08 3,378,829
_________ _________
The weighted average exercise price of options outstanding at
the end of the year was 103.93p (2021: 108.48p) and their weighted
average contractual life was 7.1 years (2021: 8 years).
During the year the equity-settled share-based schemes under
which options were granted immediately prior to IPO vested at the
end of their 3 year vesting period. Given the volatility in the
share price during the year the Remuneration Committee agreed to
extend the vesting period for the performance share element of the
scheme by a further two years. This modification gave rise to an
increase in the fair value of the Performance Share Plan options,
for which a charge was taken immediately as the original vesting
period had passed.
Of the total number of options outstanding at the end of the
year and following the modification to the options granted prior to
IPO, no options had vested or were exercisable.
Market Value Options were valued using the Black Scholes option
pricing model. Performance Share options granted and modifications
made to pre-existing Performance Share options were valued using a
Monte Carlo Simulation option pricing model. Expected dividends are
not incorporated into the fair value calculations. The assumptions
used in the calculations are as follows:
2022 2021
Risk free investment 1.06% 0.22% -
0.73%
Expected life 3 2.6
Expected volatility 57.8% 42.8%
The volatility used for the share option grants during the
current year was from a median of peers, including that actually
experienced by the group during the period from the IPO that
actually experienced during the period from the IPO. The expected
life was based initially on the minimum vesting period with an
assumption that more senior personnel would not exercise
immediately. The risk-free rate was based on the yield on UK
government 10-year gilts at the time of the grant.
The Group recognised a total Share based payment expense of
GBP741,000 in the year (2021: GBP560,000), all of which related to
options in the Company issued immediately prior to the IPO or
subsequent thereto.
Related party transactions
28
The Group has taken advantage of the exemption available under
IAS 24 Related Party Disclosures not to disclose transactions
between Group Undertakings which are eliminated on
consolidation.
Key management personnel
Key management personnel include all the directors of the
Company and the senior management and directors of essensys (UK)
Limited and essensys, Inc, the Group's principal trading
subsidiaries, who together have authority and responsibility for
planning, directing, and controlling the activities of the Group.
Details of key management compensation is shown in note 9.
Directors Loans
There were no directors loans during the years ended 31 July
2022 and 31 July 2021.
Capital commitments and contingent liabilities
29
The Group had no capital commitments or contingent liabilities
at 31 July 2022 (2021: GBPNIL)
Events after the reporting date
30
There are no events of any materiality after the reporting date
to report.
Notes supporting statement of cash flows
31
31 A Cash from operations
2022 2021
GBP000 GBP000
Cash flows from operating activities
Loss for the financial year before
taxation (11,085) (2,928)
Adjustments for non-cash/non-operating
items:
Amortisation of intangible assets 1,268 1,308
Depreciation of property plant and
equipment 617 969
Amortisation of loan arrangement fee - 203
Depreciation of right of use assets 1,269 1,205
Impairment of goodwill 122 -
Loss on disposal of fixed assets 36 -
Share based payment expense 741 560
Losses on foreign exchange transactions - (122)
Finance income (94) -
Finance expense 147 127
Other 50 -
_________ _________
(6,957) 1,322
Changes in working capital:
(Increase)/decrease in inventories (2,362) 139
Increase in trade and other debtors (1,155) (93)
Decrease in trade and other creditors 3,685 440
_________ _________
Cash (used by)/from operations (6,789) 1,808
_________ _________
31 Movement in net debt
B
Cash and
cash equivalents Leases Total
GBP000 GBP000 GBP000
As at 1 August 2020 8,496 (2,142) 6,354
Lease additions - (1,514) (1,514)
Effect of modifying lease term - (79) (79)
Cashflow 28,433 1,863 30,296
Interest charges - (127) (127)
Exchange movements (26) 64 38
_________ _________ _________
As at 31 July 2021 36,903 (1,935) 34,968
Lease additions - (1,061) (1,061)
Effect of modifying lease term - (877) (877)
Cashflow (13,374) 1,040 (12,334)
Interest charge - (147) (147)
Exchange movements 593 (148) 445
_________ _________ _________
As at 31 July 2022 24,122 (3,128) 20,944
_________ _________ _________
Cash and
cash equivalents Leases Total
GBP000 GBP000 GBP000
Balances as at 31 July 2022
Current assets 24,122 - -
Current liabilities - (1,469) (1,469)
Non-current liabilities - (1,659) (1,659)
_________ _________ _________
24,122 (3,128) 20,944
_________ _________ _________
Cash and
cash equivalents Leases Total
GBP000 GBP000 GBP000
Balances as at 31 July 2021
Current assets 36,903 - 36,903
Current liabilities - (943) (943)
Non-current liabilities - (992) (992)
_________ _________ _________
36,903 (1,935) 34,968
_________ _________ _________
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END
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October 18, 2022 02:00 ET (06:00 GMT)
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