25
March 2024
Gamma Communications
plc
Results for the year ended
31 December 2023
Continued strong financial
performance, with growth in line with expectations, delivering
considerable cash generation
Gamma Communications plc ("Gamma"
or "the Group"), a leading technology-based provider of
communication services across Europe, is pleased to announce its
results for the year ended 31 December 2023.
|
Year ended 31
December
|
|
|
2023
|
2022
|
Change (%)
|
Revenue
|
£521.7m
|
£484.6m
|
+8%
|
Gross profit
|
£267.2m
|
£247.7m
|
+8%
|
Gross margin
|
51%
|
51%
|
|
Adjusted EBITDA*
|
£114.3m
|
£105.1m
|
+9%
|
Profit before tax
("PBT")**
|
£71.5m
|
£64.9m
|
+10%
|
Adjusted PBT*
|
£97.9m
|
£87.8m
|
+12%
|
Earnings Per Share ("EPS") (fully
diluted)**
|
54.9p
|
50.6p
|
+8%
|
Adjusted EPS (fully
diluted)*
|
75.1p
|
71.8p
|
+5%
|
Total dividend per
share
|
17.1p
|
15.0p
|
+14%
|
Cash generated by
operations
|
£123.5m
|
£99.1m
|
+25%
|
Adjusted cash conversion*
|
108%
|
94%
|
|
Net cash*
|
£134.8m
|
£92.5m
|
+46%
|
*The Group uses certain measures in addition to those
reported under IFRS, under which the Group reports. These measures
are known as Alternative Performance Measures ("APMs"). The Group
does not consider these APMs to be a substitute for, or superior
to, the equivalent statutory IFRS measures. These APMs are
explained, defined and reconciled in the APM section and are
applied consistently.
**In 2023, EPS and PBT include two exceptional items, a
significant non-cash impairment of a development cost intangible
asset and significant non-recurring restructuring costs. In 2022,
these measures included exceptional items relating to an impairment
of the Spanish cash generating unit (CGU) and disposal of ComyMedia
in Spain.
Key
highlights
·
|
Strong financial performance with
growth in all business units and strong cash position.
|
·
|
Three acquisitions completed:
Satisnet, in August 2023, a leading provider of cyber security
services and solutions; EnableX Group, in December 2023, giving us
a relationship with Ericsson-LG and access to their UCaaS solution,
iPECS; and Coolwave Communications, in February 2024, an
international SMS and voice services provider allowing us to
provide Operator Connect and other carrier services into nearly 20
countries.
|
·
|
Through these acquisitions and
strengthening existing partnerships we intend to have a full UCaaS
portfolio with our in-house developed product, PhoneLine+ for
micro-businesses, Horizon and iPECS for SMEs, and a Cisco suite for
larger SME and Enterprises customers. Most of these can be
integrated with Teams.
|
·
|
After applying the Board's capital
allocation framework we are announcing an intention to launch a
share buyback programme of £35m to be executed over the next six
months, until early September.
|
Financial
highlights
The Group delivered continued
strong financial performance with good gross profit growth flowing
through to both Adjusted EBITDA and Adjusted PBT, with significant
cash generation.
·
|
Revenue and gross profit grew by
8% to £521.7m and £267.2m respectively (2022: £484.6m and £247.7m),
with gross margin being maintained at 51%.
|
·
|
Recurring revenue (being revenue
which is recognised "over time" as per note 3) grew by 7% to
£462.8m (2022: £431.7m), remaining at 89% (2022: 89%) of total
revenue.
|
·
|
Adjusted EBITDA grew by 9% to
£114.3m (2022: £105.1m) ahead of 8% growth in revenue and gross
profit with maintained focus on cost control.
|
·
|
Gamma Business continued to grow
strongly, primarily driven by our UCaaS portfolio but also
supported through targeted price rises. Gross profit increased by
8% to £176.1m (2022: £163.7m#) with a stable gross
margin.
|
·
|
Gamma Enterprise grew gross profit
by 7% to £52.6m (2022: £49.3m#) partially supported by
the Satisnet acquisition. Gross margin decreased slightly from
48.3% to 47.8% due to Satisnet having a lower gross profit
margin.
|
·
|
The European business delivered
gross profit growth of 11% to £38.5m (2022: £34.7m#), 8%
excluding foreign exchange movements, with gross margin improving
from 47.4% to 48.5% supported by the successful integration of
NeoTel, acquired in 2022.
|
·
|
Profit before tax increased by 10%
to £71.5m (2022: £64.9m) after a £12.7m non-cash exceptional
impairment of development cost intangible assets and £3.3m of
non-recurring exceptional restructuring costs (note 4).
|
·
|
Adjusted EPS (fully diluted) for
the year increased by 5% (2022: 12%) to 75.1p (2022: 71.8p). The
reduction in growth rate was primarily due to the adverse impact of
the increase in UK statutory corporation tax rate in April
2023.
|
·
|
Cash generated by operations
increased by 25% to £123.5m (2022: £99.1m) with Adjusted cash
conversion of 108% (2022: 94%), primarily a result of favourable
working capital movements, in particular the effect of some
prepayments in 2022 not repeated in 2023. This underpinned a net
cash increase of 46% to £134.8m (2022: £92.5m), achieved after
total payments of £30.5m related to acquisitions (net of cash
acquired) and £15.2m paid as dividends in the year.
|
#See Note 3 for segmental change information and restated
comparatives.
Andrew Belshaw, Chief Executive Officer,
commented,
"Gamma has produced another strong
set of results. Recurring revenue, stable margins and cash
generation continue to be a feature of our business. We have grown
in each business unit and the growth in our European business is
particularly pleasing.
As well as our organic growth,
Gamma has made acquisitions which have added to our growth
potential and our ability to sell additional solutions to our
existing customers.
We have developed our solution
portfolio in the UCaaS space, and in the UK, for the first time, we
will have a portfolio of solutions to serve any business of any
size - we plan to replicate this in Europe throughout 2024. I want
to thank our customers, partners and colleagues and look forward to
working with them as we continue to grow the business over the
coming years.
I am very pleased with this set of
results and the opportunities which lie ahead of us suggest a
promising future for the group."
Enquiries:
Gamma Communications plc
Andrew Belshaw, Chief Executive
Officer
Bill Castell, Chief Financial
Officer
|
Tel: +44 (0)333 006
5972
CompanySecretary@gamma.co.uk
|
Investec Bank plc (NOMAD & Broker)
Patrick Robb / Virginia
Bull
|
Tel: +44 (0)207 597
5970
|
Teneo (PR Adviser)
James Macey White / Matt Low /
Rebecca Hamer
|
Tel: +44 (0)207 353
4200
Gamma@teneo.com
|
Cautionary Statement
Certain statements in this Full
Year results announcement are forward-looking. Although Gamma
believes that the expectations reflected in these forward-looking
statements are reasonable, we can give no assurance that these
expectations will prove to have been correct. Because these
statements contain risks and uncertainties, actual results may
differ materially from those expressed or implied by these
forward-looking statements. We undertake no obligation to update
any forward-looking statements whether as a result of new
information, future events or otherwise.
Chief Executive Review
I am pleased to report another set
of strong results for Gamma in 2023. Group revenue for the year
ended 31 December 2023 increased by £37.1m to £521.7m (2022:
£484.6m), an increase of 8% on the prior year. Adjusted EBITDA for
the Group increased by £9.2m (9%) to £114.3m (2022: £105.1m).
Profit before tax for the year was £71.5m, an increase of 10% from
the prior year figure of £64.9m.
Fully diluted earnings per share
for the year increased by 8% to 54.9p (2022: 50.6p); Adjusted
earnings per share (fully diluted) for the year increased by 5%
(2022: 12%) to 75.1p (2022: 71.8p). The
reduction in percentage growth relative to the increase in revenues
was primarily due to the adverse impact of the increase in UK
statutory corporation tax rate in April 2023.
Adjusted items are explained and
reconciled in the Alternative Performance Measures
section.
Cash generated by operations for
the year was £123.5m compared to £99.1m in 2023. The closing Net
Cash balance for the year was £136.5m (2022: £94.6m). This cash
balance has increased despite investing £23.0m in capital items,
paying £30.5m in relation to acquisitions (including repayment of
debt acquired) and paying £15.2m in dividends.
Continuing to deliver our strategy
As I reported in early 2022, we
began a five-year strategic review, mapping our competitive and
market landscape out to the end of 2026. This was undertaken in the
context of the aftermath of the COVID-19 pandemic, the rise of
hybrid working and the resulting changes in the communications
market.
As a result of this review we
identified four strategic priorities:
·
Develop a common pan-European solution set for
UCaaS and CCaaS for SMEs.
·
Develop multiple routes to market in each country
in which we operate.
·
Become a trusted partner to Enterprises across
Europe, transforming their communications estates.
·
Create an organisation that engages all our
people with a common set of values and goals.
Throughout the year we continued
to build on each of these strategic pillars to grow every part of
our business.
Develop a common
pan-European solution set for UCaaS and CCaaS for
SMEs.
Gamma has a disparate solution set
across Europe - each business which we have bought has had its own
set of customer solutions. When selecting which solutions to sell
in each market we have considered both the needs of the market and
the most economical way of providing that solution, for example, is
it more profitable to partner with another company or to build that
capability ourselves.
As technology becomes more
complex, it can be more economical to adopt best of breed
third-party solutions rather than building our own technology. We
therefore expect to take more third-party technology and
incorporate it into the managed services which we offer to channel
partners and our own end users. As an example, Artificial
Intelligence ("AI") is affecting many industries, and
communications is no exception. AI will be incorporated into both
the solutions which our end users need to be able to run their
businesses, and into the tools which we need to run our own network
and business. Where high quality third-party solutions exist, it
does not make economic sense for Gamma to build its own suite of AI
tools so we will partner with technology leaders to make these
solutions available to our end users.
Global providers of technology
recognise the added value that Gamma can bring to their solutions
because of our high levels of service (which make solutions easy to
provision and consume), our communications network (which means we
can voice enable products) and our wide distribution reach across
Europe.
Gamma is unique in having that
combination - service, a network and a wide
distribution.
In the UK, we continue to sell our
core Horizon Cloud PBX solution (which has always incorporated
software licensed from Cisco). During the year, we strengthened our
partnership with Cisco, which will allow us to sell the more
complex solutions which they have been developing. This
includes Cisco's collaboration software (which is a "bolt on"
addition to Horizon providing video conferencing). We have stopped
ongoing development of some of our own collaboration software
(although this is still available and expected to generate revenue)
and we will, in future, provide Cisco's video conferencing
solutions alongside our own product. Cisco's suite of communication
solutions uses AI to enhance the user experience, for example
"Audio Intelligence" is a set of AI, software and hardware
technologies that powers clear communication across the entire
Cisco portfolio. It includes features such as noise removal, music
mode and optimised framing. For end users who require an enhanced
virtual meeting experience, AI also features in the solution itself
with an AI assistant that provides real-time transcription of calls
as well as meeting summaries for those who join late or miss
calls.
As well as deepening our
relationship with Cisco, towards the end of 2023 Gamma acquired
EnableX. This gives us a relationship with Ericsson-LG ("ELG")
which allows access to ELG's UCaaS solution, iPECS. iPECS is a
cloud communications solution that unites the hybrid workplace on a
single platform available on any device, anywhere. There are
already 130,000 users in the UK on our iPECS UCaaS solution and 15
million users worldwide using iPECS applications and hardware. It
is easy to use and has an intuitive user interface.
We intend to include both the ELG
and Cisco solutions in our portfolio.
Gamma intends to sell iPECS and
the Cisco Suite in every country in which we operate. We
believe this will make us unique amongst pan-European
communications providers because we intend to have a full UCaaS
portfolio which starts with our in-house developed product,
PhoneLine+ for micro-businesses, Horizon and iPECS for SMEs, and
the Cisco suite of solutions for the larger SME and Enterprise
customers.
We will also have a solution set
which can be integrated with MS Teams if users require. We
plan to work with a partner to supply MS Licences to our own
Channel Partners who are not able to supply them to end users.
Additionally, we are able to simply "voice enable" MS Teams for
those users who only require Teams to make and receive calls using
phone numbers. The popularity of Teams continues to be a growth
driver for Gamma.
As we work to roll out this common
solution set across 2024, Gamma continues to sit in a unique
position within our industry - channel partners across Europe want
to work with us because of the variety of solutions we can offer
their end users, and the global technology companies (such as Cisco
and ELG) want to work with us because of our breadth of
distribution capability. We continue to work with other global
solution providers to explore the possibility of adding other
relevant solutions into our portfolio.
It will take us some time to
achieve our goal of a common solution set, but we are progressing
well. By partnering where it makes sense to do so, it will be more
cost effective for us to introduce new technology and we will be
able to do it more quickly.
Develop multiple routes to
market in each country in which we operate.
I am pleased with the strong
portfolio of solutions that we are now able to offer. However,
Gamma has always been known for its high levels of customer service
and, in particular, for making solutions easy to provision and to
operate. This task is made more complex because we support multiple
routes to market.
In the UK we have focused on the
indirect route to market through our valued channel partners who
sell mainly to SME customers. We have sold to UK-based Enterprise
and Public Sector customers directly. In Europe there are a variety
of sales models including wholesale, resale, dealer and
direct.
The customer portal which we have
had in operation in the UK is widely recognised as industry
leading. In Europe we have acquired several portals of varying
degrees of quality. Portals are important because customers want to
order solutions made up of multiple components - not only do we
need to provide third-party software and hardware, we need to
bundle this with our own voice enablement services at the point of
provisioning which, among other things, ensures that end users can
continue to use the same telephone numbers which they have always
had.
During 2023, we have been
reviewing the underpinning systems which we use to support our
businesses across Europe. We have concluded that we need to enhance
our portals to improve user experience and allow us to get
solutions to market quickly. At the start of 2024 we welcomed Colin
Lees to Gamma as CTO. Colin joins us from Openreach where he was
CTO. Colin brings with him a wealth of experience in the design of
user portals and how they interact with the underlying telecoms
network. He will use this knowledge to work with our team of
developers to enhance the portals, which will give our customers
the excellent quality of service which they are accustomed to, but
which is better able to grow and develop with Gamma.
As well as being a differentiator
in the market, our future portal will support all the routes to
market which we use.
In addition, throughout 2023, we
continued to invest in the Gamma Hub (which is used by our
Enterprise customers in the UK). This allows our customers to place
orders, which both gives them a better experience and reduces our
overheads due to the high level of automation. We continue to
invest in this to consistently give our customers excellent
service.
Become a trusted partner to
Enterprises across Europe, transforming their communications
estates.
SME customers continue to be a
driver of growth for us. However, it is important to note that
Gamma should not be considered "only" a supplier to SMEs. We
continue to service and win customers in the Enterprise and Public
Sector space in the UK and increasingly now in the Benelux
region.
Throughout 2023, Microsoft and AWS
have become large and important partners to us. Our Microsoft Teams
voice enablement solution continues to be developed and has been
deployed by some of the largest UK Enterprise and Public Sector
organisations. We also deployed Microsoft Operator Connect across
all our businesses and have secured several European and
pan-European contracts. In Benelux we secured significant Operator
Connect wins, including for a large Dutch university and our first
Belgian customer, providing Operator Connect for a large
municipality. We believe we are the largest provider of voice
enablement for Teams both in the UK and the Netherlands. Our
acquisition of Coolwave at the start of 2024 brings capabilities
which will allow us to voice enable Teams in around 20 countries;
in time this will be via the Operator Connect programme. This will
significantly increase the market we are able to serve with this
product.
Our contact centre SmartAgent
solution, which enhances the Amazon AWS Connect platform, has grown
considerably in 2023, with over 13,000 customer service agents
using SmartAgent in the UK and Europe. Our new contract wins
include the Government Digital Project and Shawbrook Bank. During
the year we have continued to develop SmartAgent, allowing existing
customers to adopt new features such as WhatsApp messaging. This is
important as it enables us to monetise communication channels which
are not traditional voice and text. We have also introduced AI for
solving our customers' problems without them needing to interact
with a person - again we are able to charge on a per unit basis for
this "call deflection" service.
Alongside our hyperscale
partnerships we continue to win significant managed service
contracts for SD-WAN, UCaaS, CCaaS and Mobile solutions in both
Enterprise and Public Sector. During 2023 Central England Co-op and
Redde Northgate plc both awarded us multi-year contracts for large
SD-WAN estates. Epping Forest and Gloucester Councils adopted our
combined UCaaS and CCaaS solution and the Home Office has selected
Gamma as its mobile provider for the next three years.
We further enhanced our managed
service capability with the acquisition of Satisnet, a Cyber
Security Managed Security Services Provider, and have successfully
cross sold this service to several existing customers including
Reed.
Create an organisation
that engages all our people with a common set of values and
goals.
As reported previously, Gamma has
identified four key values which are at our core. These values
unite us across all of our business units in each country we
operate in:
We're there and we care - caring
for our employees, our customers, our environment and all
stakeholders;
We love to grow - not only growing
as a business, but also reflecting that we are made up of
individuals who strive for personal growth;
We do the right thing - we act
openly in our relationships both within and outside of
Gamma;
We step up and own it - everyone
within our organisation takes ownership of problems and helps one
another to solve them.
We celebrate these values with our
quarterly awards and annual dinner for award winners.
Throughout 2023, our Charity Forum
facilitated our employees taking part in various national sporting
events, organised a UK-wide charity raffle and supported matched
funding on a variety of individual and team activities. I am also
pleased to say that in 2024 we will be working with two UK
universities providing scholarships for students on STEM
programmes.
Gamma Business
Gamma Business is our business
unit which sells to SMEs in the UK, mainly via Channel Partners.
Revenue in 2023 grew from £309.4m to £332.2m - an increase of
7%.
Our growth in the UK SME market
through our channel partners continues to be strong. Across the
Group our net adds in Horizon were 46k (2022: 75k) and our net adds
in PhoneLine+ were 12k (2022: 1k), primarily driven by Gamma
Business. In addition, our new acquisition, EnableX, added 25k
users on the iPECS platform in 2023. On a pro-forma basis the Group
added 83k seats of Cloud PBX products in 2023. We're delighted with
this strong growth in the current economic climate.
We have delivered growth in our
product aimed at micro-businesses, PhoneLine+. Businesses are
slowly beginning to understand that existing "single line" products
(based on legacy technology) are being withdrawn between now and
the end of 2025. Notwithstanding this, some potential customers are
moving to "Metallic Path Framework" or "MPF" solutions provided by
some network providers - these solutions effectively mimic the PSTN
and mean that the end user does not need a cloud solution such as
PhoneLine+. We expect these solutions to be retired over the next
five years as local telephone exchanges are closed which will mean
that the growth of PhoneLine+ is likely to be slower than
anticipated in 2024 and 2025 but stronger after this
period.
While the sales of PhoneLine+
accelerated, the Horizon base continued to increase but net new
volumes were lower than in previous years. This was caused by both
a reduction in gross adds and a slight increase in churn. The
latter is driven by end users ceasing the service and returning
their phone numbers to the general pool (as opposed to moving to
another operator); in other words, this is due to businesses
ceasing to trade or downsizing in response to a weakness in the
economy.
The reduction in gross adds was
due to some customers requiring features which Horizon does not
support. As noted above, we have addressed this by the addition of
Ericsson-LG in 2023. In 2024 we intend to add Cisco solutions to
the portfolio. We now have a more complete set of solutions than we
have ever had, and we can meet the needs of all
businesses.
The cross-selling of additional
modules for Horizon (such as call recording or collaboration)
continues to be pleasing and our penetration rates continue to
increase, which is important as this offsets any ARPU reductions on
the sales of the core Horizon product. As we extend the portfolio
of solutions (as described above) and new technologies, such as AI,
come into the communications space, the opportunity to cross sell
and up sell increases across Phoneline+, iPECS and
Cisco.
Connectivity remains a core
component of our portfolio, and we grew our UK volumes of both
broadband, to 168k (2022: 158k), and ethernet, to 20.9k (2022:
19.4k). In 2024 we will continue to focus on the geographic
availability and pricing of our services to give our customers and
partners the connectivity services they need to support their
business.
We continue to be the leading
supplier of voice enablement for Teams and we now have a base of
429k users (2022: 356k) taking either our Operator Connect or
Direct Routing Solutions. As mentioned above, our acquisition of
Coolwave will increase the total addressable market for voice
enablement of Teams. The acquisition will also enhance the offering
from our Service Provider business (which is reported within Gamma
Business). The Service Provider business provides carrier services
such as hosting telephone numbers and connecting calls. Our
customers are carriers who wish to run a service in the UK but do
not have network capabilities. Our customers include several of the
hyperscalers and over half of Gartner's magic quadrant providers in
UCaaS, CCaaS and CPaaS. We will also be able to offer these
customers services in around 20 countries, which greatly enhances
the growth prospects of this part of the business unit.
Gamma Enterprise
Gamma Enterprise revenues,
supported by the acquisition of Satisnet, which contributed £4.6m
of revenue, grew from £102.0m to £110.1m in 2023 - an overall
increase of 8%.
The general softness in the
economy noted above also affected the organic growth of our
Enterprise business unit. We saw elongated sales cycles with
decisions delayed. Whilst our growth in 2023 was therefore lower
than anticipated, our pipeline going into 2024 is strong because
those buying decisions were delayed, not avoided, and customers are
now being signed up. Our portfolio strength and variety is enabling
us to win a large and varied group of Enterprise and Public Sector
customers. Our ability to build and manage their solutions assists
us in re-signing contracts with our existing customers. Our
Microsoft Teams voice enablement solution has been deployed by the
largest UK Enterprise and Public Sector organisations such as HMRC,
DWP and the London Stock Exchange. During 2023 Central England
Co-op and Redde Northgate plc both awarded us multi-year contracts
for large SD-WAN estates. Epping Forest and Gloucester Councils
adopted our combined UCaaS and CCaaS solution and the Home Office
has selected Gamma as its mobile provider for the next three
years.
Europe
Our growth in Europe was also
pleasing. Revenue in 2023 grew from £73.2m to £79.4m - an increase
of 8%.
During the year we added 7k seats
of Cloud PBX - mainly driven by sales in Germany. The German market
continues to be slow to embrace Cloud PBX (and indeed cloud
products in general) and penetration remains below 20%. We see
Germany as a significant driver for growth in the medium term and
longer term - annual growth rates are likely to be lower than we
have seen in the UK but, given the overall market is larger, growth
will likely last for many years to come. As well as the organic
growth potential, we continue to seek acquisitions to improve our
scale and market position in Germany.
While Teams usage in Europe lags
behind that of the UK, we are building a base of Operator Connect
customers and we are now the leading supplier of Operator Connect
in the Netherlands - albeit the market is very immature.
Key market trends
UK market
growth
We have identified three key
trends in the UK market which will continue to drive our
growth.
More complex communications
solutions are being required by users
Both changing working patterns
(e.g. hybrid and home working) and new technologies (e.g.
omnichannel and AI) mean that businesses are becoming more
demanding in what they require from their communications
systems.
This presents opportunities, but
there is also the risk that Gamma fails to keep up with the
additional demands. The gross adds on our Horizon solution were
slightly lower than in previous years because Horizon lacks
features which some end users are now demanding. We have responded
to this trend by broadening our UCaaS portfolio in the UK to
include more feature-rich solutions from Ericsson-LG and
Cisco.
Over time we expect to require a
broader portfolio of solutions which incorporate all of the latest
technologies to be able to compete across the whole market as needs
and demands become more complex. Through a combination of
partnering with the global technology giants and developing our own
solutions where it is commercially sensible to do so, we will be
the only pan-European communications provider which is able to
supply solutions to all customers no matter how complex their needs
are.
PSTN Switch
off
At the end of 2025, BT will cease
to provide services which are underpinned by the PSTN. This will
mean that millions of consumers and micro-businesses will need to
seek another solution for their broadband and voice. While some are
choosing to delay their digital journey through temporary MPF
solutions or may choose to cancel their landline altogether, Gamma
is well placed to provide next generation solutions for
forward-thinking businesses. Gamma can supply both broadband and
voice - the latter being provided by our own PhoneLine+ solution,
Horizon or iPECS. We see this as an opportunity for growth over the
coming years.
Hardware PBX to cloud
migrations
We expect a trend to emerge where
end users who have taken Gamma SIP to voice enable a hardware PBX
will move towards a full UCaaS solution. We have not seen this
happening in volume during 2023. We believe that the lack of
migration to date has been because the hardware PBX solutions which
are still in use are more feature rich than the Cloud PBX products
which have been widely available and are generally bought on
long-term contracts.
As Cloud PBX solutions become more
feature rich, this trend will accelerate and we expect end users to
migrate away from a SIP/hardware solution. There is a risk that
Gamma may lose business, but we believe we are well placed to
increase ARPUs for customers who stay with Gamma. The wholesale
ARPU from a SIP customer is typically around £1.25 per user per
month. If these customers migrate to a Teams solution, that can
double, and it can increase further if end users migrate to one of
Gamma's UCaaS offerings. To capitalise on this coming trend it has
been important for Gamma to increase the breadth of its UCaaS
portfolio. Hardware PBXs are not homogenous and have a variety of
features. As noted previously, Gamma now has a wide variety of
cloud solutions and is therefore able to meet the needs of most end
users.
European market growth
Gamma first acquired businesses in
Europe in 2018 and, in the past five years, we have built up a
large amount of experience and knowledge of the European
communications markets.
Market conditions in the
Netherlands and Spain continue to be difficult. The Dutch market is
already well penetrated for Cloud PBX and, in Spain, the market is
dominated by the MNOs (particularly Telefonica). We do see voice
enablement (and particularly voice enablement of MS Teams) as being
a growth driver in the Netherlands and Spain over the medium
term.
There is a bigger market
opportunity in Germany where the cloud market continues to be
under-penetrated compared to the rest of Europe. During the year
the CEO of our German business, Achim Hager, retired and we thank
him for his contribution to the Group. We appointed Gerben
Wijbenga, our Dutch CEO, to an expanded role as CEO of a combined
Northern Europe business. We also appointed a new Sales Director,
Thomas Muschalla, who joined us from nFon (the German market leader
by size for Cloud PBX) where he held the same role. We believe that
we have a management team and a set of solutions which will enable
us to capitalise on the market movement to Cloud PBX as this
develops.
Board changes
Henrietta Marsh has informed the
Board of her intention to retire as the Senior Independent
Non-Executive Director at the conclusion of the 2024 AGM having
served on the Board since April 2019. Further information on this
change and resulting Board Committee changes are provided in a
separate announcement.
Sustainability
We remain committed to providing
transparency and actively engaging with our stakeholders to ensure
alignment with our environmental objectives. We ensure that
management are incentivised to achieve our aims through ESG targets
as part of their bonus metrics and regularly monitor progress. Each
of the Executive Committee members have personalised ESG bonus
criteria and clear ownership responsibility.
In 2022, we announced a
science-based net-zero target of 2042, supporting both the Paris
Agreement's aims to limit the temperature increase to 1.5°C
globally and the UN Sustainable Development Goal 13: Climate
Action. We are pleased to confirm that the SBTi has verified
Gamma's net-zero science-based target by 2042.
In 2023 we published our first
Sustainability Report, highlighting progress made in all areas of
ESG (environment, social and governance). We have published our
first report under the Task Force on Climate-related Financial
Disclosures ("TCFD") and we have reported compliance with ten out
of the eleven recommendations.
Outlook
The communications market in
Europe continues to grow and evolve. We have identified growth
opportunities in the UK and Europe, in SME and Enterprise (using
both our own solutions and those of third parties). We believe our
improving portfolio of solutions will meet the communications
challenges which businesses are facing today and in the future. The
recent acquisition of Coolwave has increased the addressable market
for our voice enablement products (including MS Teams) and provides
new opportunities for our Service Provider business (which is part
of Gamma Business).
We saw some evidence of a softer
economy in 2023, although early signs in 2024 are that there is
some improvement. We believe that our enhanced product set will
continue to drive growth but the current economic climate may
temper the rate of acceleration. Conversely, the reduction in
inflation has reduced pressure on overheads and particularly
salaries.
In October 2024, Gamma will
celebrate ten years as a listed company. We have grown revenue,
Adjusted EBITDA and Adjusted EPS (fully diluted) in every one of
the nine years to date and we expect growth to continue in 2024 as
we add more users both in the UK and Europe. We have a robust
business model based on recurring revenue from solutions that are
critical to the businesses which use them. Our continued
profitability, strength in cash generation and healthy net cash
balance leave us well placed to maximise the opportunity even in
challenging macro-economic times.
I look forward to working with our
customers, partners and colleagues for the benefit of all our
stakeholders as we continue to grow the business over the coming
years.
Andrew Belshaw
Chief Executive Officer
Supplementary information on product
volumes
The table below shows the
movements in the number of SIP Trunks which provide voice
enablement to various hardware PBXs and voice
applications:
Voice
Enablement - UK & Europe
(000's)
|
December
2023
|
December
2022
|
Change
(%)
|
SIP Trunks enabling traditional
hardware PBX
|
-
UK
|
1,019
|
1,053
|
-3
|
-
Europe
|
198
|
183
|
8
|
|
|
|
|
SIP Trunks enabling a non-Gamma
Cloud PBX
|
-
UK
|
398
|
367
|
8
|
-
Europe
|
-
|
-
|
n/a
|
|
|
|
|
Voice enabled MS Teams users
(either Operator Connect or MS Teams Direct Routing)
|
-
UK
|
429
|
356
|
21
|
-
Europe
|
9
|
1
|
800
|
The table below shows the number of
Cloud PBX seats in UK and Europe:
Cloud PBX
seats - UK & Europe
(000's)
|
December
2023
|
December
2022
|
Change
(%)
|
UK - Horizon
|
797
|
751
|
6
|
UK - iPECS
|
130
|
-
|
n/a
|
UK - Micro*
|
27
|
15
|
80
|
UK -
Total
|
954
|
766
|
25
|
Europe
|
161
|
154**
|
5
|
*CircleLoop and PhoneLine+, our Cloud PBX products which
serve the micro business market
**
3,000 CCaaS seats were previously included in the total "European
Cloud" seats and are now included in the CCaaS table below. Amounts
have also been restated to exclude 7,000 seats which related to a
SIP solution added in H2 2022 and are included within the SIP
units.
The table below shows the number of
units of the various bolt-ons which are sold to enhance the
functionality of UK Cloud PBX (Horizon):
Horizon
bolt-ons - UK
(000's)
|
December
2023
|
December
2022
|
Change
(%)
|
Call Recording
|
117
|
96
|
22
|
Collaborate
|
77
|
73
|
5
|
Horizon for MS Teams
|
13
|
7
|
86
|
Horizon Contact
|
17
|
11
|
55
|
The table below shows the number
of CCaaS seats:
CCaaS seats -
UK & Europe
(000's)
|
June
2023
|
December
2022
|
Change
(%)
|
UK - Horizon Contact*
|
17
|
11
|
55
|
UK - SmartAgent
|
13
|
8
|
63
|
UK -
Total
|
30
|
19
|
58
|
Europe**
|
4
|
3
|
33
|
* All Horizon Contact users also take a "Base Horizon" seat
(separately disclosed within Cloud PBX seats); for the avoidance of
doubt, these 17,000 seats are the same as the seats in the table
above
** The Neotel acquisition in October 2022 included 3,000
CCaaS seats
Financial review
Overview
Gamma has performed well during the
year, increasing revenue by 8% to £521.7m (2022: £484.6m) and
gross profit by 8% to £267.2m (2022: £247.7m). Group Adjusted
EBITDA increased by 9% to £114.3m (2022: £105.1m), profit before
tax increased by 10% to £71.5m (2022: £64.9m) and Adjusted PBT
increased by 12% to £97.9m (2022: £87.8m). EPS (fully diluted)
increased to 54.9p (2022: 50.6p) while Adjusted EPS (fully diluted)
increased by 5% (2022: 12%) to 75.1p (2022: 71.8p).
The reduction in Adjusted EPS (fully diluted)
growth was primarily due to the adverse impact of the increase in
UK statutory corporation tax rate in April 2023.
In the reporting of financial information in this
Financial review, the Group uses certain measures in addition to
those reported under IFRS, under which the Group reports. These
measures are known as Alternative Performance Measures ("APMs").
The Group believes that these additional measures, which are used
internally, are useful to users of the financial information in
helping them understand business performance. The Group does not
consider these APMs to be a substitute for, or superior to, the
equivalent measures calculated and presented in accordance with
IFRS. These APMs are explained, defined and reconciled from the
most comparable IFRS metric in the Alternative Performance Metric
section and used consistently period on period.
Revenue and gross profit
Gamma Business
|
2023
£m
|
2022*
£m
|
Increase
|
Revenue
|
332.2
|
309.4
|
+7%
|
Gross
profit
|
176.1
|
163.7
|
+8%
|
Gross
margin
|
53.0%
|
52.9%
|
|
*See note 3 for segmental
change information and restated comparatives
Overall, the growth in Gamma
Business has been strong. Growth was primarily driven by our UCaaS
portfolio, which includes our Horizon Cloud PBX solution as well as
those SIP trunks supporting MS Teams implementations and other
non-Gamma Cloud PBX solutions. UCaaS unit growth continued, with
PhoneLine+ (Gamma's own software solution) making a more
significant contribution to the product mix. Horizon Cloud PBX and
additional module bolt-ons net growth was lower than in prior
periods, partially due to this change in mix. Revenue growth has
also been supported through targeted price rises, including across
our connectivity portfolio. Gross margin has been stable with
previous periods, which is in line with expectations, as the mix of
UCaaS and connectivity products is now reasonably
consistent.
Gamma Enterprise
|
2023
£m
|
2022*
£m
|
Increase
|
Revenue
|
110.1
|
102.0
|
+8%
|
Gross
profit
|
52.6
|
49.3
|
+7%
|
Gross
margin
|
47.8%
|
48.3%
|
|
*See note 3 for segmental
change information and restated comparatives
Gamma Enterprise has continued to
have significant contract wins, including UK-wide SD-WAN solutions
for Redde Northgate plc and the Denholm Group, and a Microsoft
Teams implementation with a Contact Centre as a Service ("CCaaS")
overlay for Gloucester County Council. There have also been a
number of wins for our AWS omnichannel contact centre, via our
enablement tool SmartAgent, with the Government Digital Project and
Shawbrook Bank. In addition, Satisnet Limited, the UK-based Managed
Security Services Provider that was acquired in August 2023, has
been successfully integrated, contributing £4.6m of revenue and
£1.5m of gross profit in the year. The gross margin decrease
is due to Satisnet having a lower gross
profit margin.
Europe
|
2023
£m
|
2022
£m
|
Increase
|
Revenue
|
79.4
|
73.2
|
+8%
|
Gross
profit
|
38.5
|
34.7
|
+11%
|
Gross
margin
|
48.5%
|
47.4%
|
|
Growth in both SIP and UCaaS, with
UCaaS supported by the NeoTel acquisition, resulted in an improved
year-on-year financial performance with good growth in both
European revenue and gross profit. Results were further bolstered
by positive foreign exchange movements, with a Euro that
strengthened against Sterling compared to the prior year. Gross
profit growth was 8% excluding foreign exchange movements. The
gross margin improvement was supported by the successful
integration of the NeoTel business acquired in 2022.
Operating expenses
Operating expenses grew from
£182.3m in 2022 to £200.2m (£184.2m net of £16.0m exceptional items
outlined below). We break these down as follows:
|
2023
|
2022
|
Change
|
|
£m
|
£m
|
|
Expenses included within cash
generated from operations
|
152.9
|
142.6
|
7%
|
Depreciation and amortisation
(excluding business combinations)
|
21.3
|
17.7
|
20%
|
Amortisation arising due to
business combinations
|
10.0
|
9.5
|
5%
|
Exceptional items
|
16.0
|
12.5
|
28%
|
Total operating expenses
|
200.2
|
182.3
|
10%
|
Expenses included within cash
generated from operations increased by 7%, comprising the
following:
·
|
The UK businesses' operating
expenses grew by 7% (compared to gross profit growth of 7%). These
expenses (the majority of which relate to staff) have been actively
controlled with mitigating product price changes where appropriate
given the inflationary environment.
|
·
|
The increase in European operating
expenses costs was 10% (compared to gross profit growth of 11%).
This was adversely impacted by the stronger Euro and general
inflationary pressures. Excluding the impact of foreign exchange
movements, the increase was 8%.
|
·
|
Central costs remained broadly
flat from the prior period.
|
Depreciation and amortisation on
tangible and intangible assets (excluding business combinations)
increased to £21.3m (2022: £17.7m). The annual depreciation and
amortisation charge remained below the annual capital expenditure
spend.
Amortisation arising due to
business combinations increased to £10.0m (2022: £9.5m). This
reflected an increased level of intangible assets as a result of
further bolt-on acquisitions in the year, as well as the impact of
a full year of amortisation on the NeoTel intangible assets in
2023.
Exceptional items
There were two exceptional items
in the year (2022: two), a non-cash impairment of £12.7m and a
one-off restructuring cost of £3.3m. The cash cost of the
restructuring in the year was £0.2m (2022: £nil), with the
remainder payable in 2024.
Restructuring costs
Following organisational changes
related to the expanded UCaaS offering and the combining of the
German and Dutch senior leadership teams, a restructuring exercise
was carried out in late 2023, which resulted in one-off severance
costs of £3.3m.
Development cost intangible asset
impairment
A non-cash impairment of £12.7m on
intangible development cost assets has been recognised in the year.
This resulted from stopping ongoing development of some of our own
collaboration software following the acquisition of EnableX in
December 2023, which provides a partnership with Ericsson-LG that
further expands our UCaaS offering, along with the strengthening of
our partnership with Cisco.
The exceptional items in 2022 were
impairment of goodwill on the Spanish cash-generating unit ("CGU")
and a small loss on disposal of a subsidiary. A non-cash impairment
of the Spanish CGU was recognised in 2022 (£12.2m). This CGU was
impacted by challenging local market economic conditions. It was
anticipated that the achievement of future business performance
targets may take longer than originally forecast. This, combined
with the increase in discount rates applied, resulted in an
impairment. On 5 August 2022 Gamma completed the sale of ComyMedia,
previously part of the Spanish CGU, for €1. ComyMedia specialised
in IT solutions and had little fit with the rest of Gamma's
European business. An exceptional loss of £0.3m was
recognised relating to proceeds on disposal less the book value of
the net assets of the business. ComyMedia generated a negligible
EBITDA contribution in 2022 prior to disposal.
Adjusted EBITDA
Adjusted EBITDA grew from £105.1m to
£114.3m (9%) driven by the revenue and gross profit growth in both
the UK and Europe together with Group-wide cost control.
Profit before tax
Profit before tax grew from £64.9m
to £71.5m (10%), driven by the revenue and gross profit growth in
both the UK and Europe together with Group-wide operating expense
cost control. In addition, finance income increased by £4.6m to
£5.4m (2022: £0.8m) due to an increased amount of cash held
alongside an increase in interest rates. Finance costs
reduced slightly from £1.3m to £0.9m.
Taxation
The effective tax rate for 2023
was 25% (2022: 24%). This increase follows the statutory UK rate
rising from 19% to 25% in April 2023. The effective tax rate in
2023 applied to trading profits was above the 23.5% statutory UK
average rate due primarily to expenses that are not deductible in
determining taxable profit. The rate in 2022 was increased relative
to the statutory rate at the time by the goodwill impairment charge
on the Spanish CGU, which is a non-deductible tax expense. The tax
rate in future years will increase as a result of a full year of
the UK tax rate increase to 25%.
Net Cash and cash flows
The Group had Net Cash of £134.8m
(2022: £92.5m). This comprised cash and cash equivalents of £136.5m
(2022: £94.6m) at the end of the year, offset by borrowings of
£1.7m (2022: £2.1m) held by European trading subsidiaries and which
pre-dates their acquisition by Gamma.
Cash generated by operations was
£123.5m (2022: £99.1m). The ratio of cash generated by operations
as a percentage of Adjusted EBITDA ("Adjusted cash conversion") was
108% (2022: 94%). The increase in cash conversion was primarily the
result of favourable year-on-year working capital movements
totalling £19.2m, including:
·
|
A year-on-year favourable movement
of £16.8m in relation to trade and other receivables, with the
majority of the cash effect of the unwind of some prepayments in
2022 and 2023 and with the remainder attributable primarily to
improved debtor days.
|
·
|
A year-on-year favourable movement
of £1.6m in relation to advance inventory purchases in 2022 to
de-risk potential supply chain delays.
|
The primary cash items which are
not directly related to trading were:
·
|
Capital spend was £23.0m, which is
an increase from £20.7m in the comparative period. This is
discussed below.
|
·
|
£30.5m was the total payment for
acquisitions net of cash acquired (2022: £9.8m): £8.3m for the
acquisition of Satisnet (net of cash acquired), £18.9m for the
acquisition of EnableX (net of cash acquired) which included £7.7m
to repay all EnableX borrowings on acquisition, £0.9m of contingent
consideration paid in cash as final payment for Exactive and £2.4m
of contingent consideration based on milestones achieved in 2022 in
relation to Mission Labs.
|
·
|
£1.3m was paid to acquire the
remaining 3.95% of shares in Gamma Holding GmbH.
|
·
|
£4.9m (2022: £0.8m) of interest
was received on cash and cash equivalents, increased during the
year due to higher cash holdings and improved interest
rates.
|
·
|
£1.9m was received from the issue
of shares (2022: £3.1m) on the exercise of share
options.
|
·
|
£15.2m was paid as dividends
(2022: £13.3m).
|
Gamma's Group treasury policy is
governed by the Audit Committee. Gamma manages cash centrally and
seeks to maximise value and return whilst balancing associated
risks. The policy manages concentration risk by setting an
appropriate limit on the amount that can be placed with any one
institution, and manages credit risk by setting a minimum
requirement around the credit rating of the financial Institution.
Given 85% of Group revenue is generated from our UK business, all
deposit balances are held with large established UK financial
institutions. Cash in Europe is held for working capital purposes
and follows the credit rating requirements as set out
above.
Capital spend
Capital spend in 2023 was £23.0m
(2022: £20.7m), broken down as follows:
·
|
£5.6m on the core network,
including increasing capacity as well as computer equipment and
fixtures and fittings (2022: £6.8m).
|
·
|
£14.4m on the capitalisation of
development costs incurred during the period (2022: £13.1m).
The increase was due to the continued development of our own
portal and our own voice applications (in part using the
capabilities acquired with Mission Labs) and is partially offset by
the amounts paid to third parties as outlined below.
|
·
|
£3.0m with third-party software
vendors for the software which underpins our Cloud PBX products
(2022: £0.8m).
|
Adjusted EPS (fully diluted) and EPS (fully
diluted)
Adjusted EPS (fully diluted)
increased from 71.8p to 75.1p (5%), which compares to a 12%
increase in 2022. The reduction in growth is primarily due to the
increase in statutory UK corporation tax rate to 25% in April 2023.
There will be a continued impact on Adjusted EPS (fully diluted)
growth in 2024 when the statutory tax rate increase impact will be
annualised.
EPS (fully diluted) increased from
50.6p to 54.9p (8%). The growth is higher than the adjusted metric
because, in the current year, amortisation relating to business
combinations has grown at a slower rate. The growth rate has also
been impacted by the increase in statutory UK corporation tax rate
to 25% in April 2023.
Acquisitions
The acquisitions of Satisnet and
EnableX in the year were the primary driver behind the £30.4m
increase in intangible assets from £124.3m to £154.7m. These
acquisitions created intangible additions of £46.1m, including
£36.6m of goodwill and £6.6m of customer contract intangible
assets. The exercise to identify and value EnableX acquired
intangible assets remains provisional at this time due to proximity
of the acquisition to the year end.
Acquisitions were also the primary
reason behind the increase in contract liabilities from £17.0m to
£26.2m, with £1.9m acquired with Satisnet and £4.5m acquired with
EnableX.
Acquisitions also drove the £4.4m
increase in contingent consideration from £5.0m to £9.4m. Additions
totalled £7.5m (£3.9m in relation to Satisnet and £3.6m in relation
to EnableX). These were partially offset by settlement of the final
element of the Exactive contingent consideration for £1.1m and
settlement of £2.4m of contingent consideration in relation to the
2022 Mission Labs milestones, both of which had been previously
accrued.
Share premium also increased by
£4.9m in the year from £18.0m to £22.9m. £2.8m of this increase was
attributable to the Satisnet acquisition, where £2.8m of the
consideration was in ordinary shares issued. Exercise of share
options also increased share premium by £1.9m.
Going concern
The Group's business activities,
together with the factors likely to affect its future development,
performance and position, are set out in the Strategic report
contained in the Annual Report for the year ended 31 December 2023
("Annual Report"). In assessing going concern, management and the
Board have considered:
·
|
The principal risks faced by the
Group discussed further in the Annual Report.
|
·
|
The financial position of the
Group.
|
·
|
The strong cash position - at 31
December 2023 the Group had cash and cash equivalents of £136.5m
(2022: £94.6m) and Net Cash of £134.8m (2022: £92.5m). Borrowings
of £1.7m (2022: £2.1m) were all acquired with acquisitions made in
previous years.
|
·
|
Budgets, financial plans and
associated future cash flows which incorporate completed
acquisitions up to the date of the Annual Report including the
Coolwave acquisition and the share buyback programme of £35m to be
executed in 2024, including liquidity and borrowings.
|
·
|
Sensitivity analysis, which has
shown that EBITDA would need to decrease by more than 100% for the
Group to need additional borrowing (assuming no mitigating actions
had been taken). We consider this to be highly unlikely.
|
The Directors are satisfied that
the Group and Company have adequate financial resources to continue
in operational existence for the foreseeable future, being a period
of at least 12 months from the date of this report. Accordingly,
the going concern basis of accounting continues to be used in the
preparation of the Annual Report.
Capital allocation policy
Gamma has a strong unlevered
balance sheet and continues to generate significant operating cash
flow. The Board's main priorities when it comes to our cash is to
enhance the growth of the business, both organically and through
acquisition, and to reward shareholders through growth in earnings
alongside our progressive dividend policy while retaining a robust
capital base.
Where there is surplus cash over
and above the needs of funding that organic and inorganic growth,
the Board will consider additional one-off returns of capital to
shareholders. After applying the Board's capital allocation
framework we are announcing an intention to launch a share buyback
programme of £35m to be executed over the next six months, until
early September (see separate announcement).
The Board will continue to keep
its capital allocation policy and further distributions to
shareholders under review, with consideration of other potential
uses of capital that may drive value for shareholders over the
medium term.
Dividends
The Board is proposing a final
dividend of 11.4p (2022: 10.0p). This is an increase of 14% and is
in line with our progressive dividend policy. Subject to
shareholder approval, the final dividend is payable on Thursday 20
June 2024 to shareholders on the register on Friday 31 May
2024.
Financial guidance
The Board anticipates Adjusted
EBITDA and Adjusted EPS (fully diluted) for the year ending 31
December 2024 will be in the range of current market expectations*.
The Adjusted EBITDA and Adjusted EPS (fully diluted) guidance
excludes the one-off incremental costs relating to the
implementation of new cloud-based Finance and HR systems, which we
intend to treat as an adjusting item and are anticipated to be
c.£3m in total and split over 2024 and 2025. UK corporation tax
rate is expected to increase from a blended rate of 23.5% to 25%,
with expected capital spend of £22m-£25m and Adjusted cash
conversion of 90%+.
*Company compiled range is based on known sell side analyst
estimates as at 22 March 2024. The ranges are Adjusted EBITDA of
£118.3m to £127.4m and Adjusted EPS (fully diluted) of 75.8p to
86.3p.
Bill Castell
Chief Financial Officer
Consolidated statement of profit or loss
For the year ended 31 December
2023
|
|
2023
|
2022
|
|
Note
|
£m
|
£m
|
|
|
|
|
Revenue
|
3
|
521.7
|
484.6
|
Cost of sales
|
|
(254.5)
|
(236.9)
|
Gross profit
|
|
267.2
|
247.7
|
Operating expenses
|
|
(200.2)
|
(182.3)
|
|
|
|
|
Earnings before interest, tax, depreciation, amortisation and
exceptional items (Adjusted EBITDA)
|
|
114.3
|
105.1
|
Exceptional items
|
4
|
(16.0)
|
(12.5)
|
Earnings before interest, tax, depreciation and amortisation
(EBITDA)
|
|
98.3
|
92.6
|
Depreciation and amortisation
(excluding business combinations)
|
|
(21.3)
|
(17.7)
|
Amortisation arising due to
business combinations
|
|
(10.0)
|
(9.5)
|
|
|
|
|
Profit from operations
|
|
67.0
|
65.4
|
Finance income
|
|
5.4
|
0.8
|
Finance expense
|
|
(0.9)
|
(1.3)
|
Profit before tax
|
|
71.5
|
64.9
|
Tax expense
|
5
|
(17.8)
|
(15.4)
|
Profit after tax
|
|
53.7
|
49.5
|
|
|
|
|
Profit is attributable to:
|
|
|
|
Equity holders of
Gamma Communications plc
|
|
53.6
|
49.3
|
Non-controlling
interests
|
|
0.1
|
0.2
|
|
|
53.7
|
49.5
|
|
|
|
|
Earnings per share attributable to the ordinary equity
holders of the company:
|
|
|
Basic per Ordinary Share
(pence)
|
6
|
55.2
|
51.1
|
Diluted per Ordinary Share
(pence)
|
6
|
54.9
|
50.6
|
Adjusted earnings per share is shown in note
6
|
|
|
|
All income recognised during the year was generated from continuing
operations.
Consolidated statement of comprehensive
income
For the year ended 31 December
2023
|
|
2023
|
2022*
|
|
|
£m
|
£m
|
Profit after tax
|
|
53.7
|
49.5
|
Other comprehensive
income/(expense)
|
|
|
|
Items that may be reclassified subsequently to the profit or
loss
|
|
|
|
Exchange differences on
translation of foreign operations before tax
|
|
(0.9)
|
3.5
|
Tax effect of exchange differences
on translation of foreign operations
|
|
0.3
|
(0.6)
|
Total comprehensive income
|
|
53.1
|
52.4
|
|
|
|
|
Attributable to:
|
|
|
|
Equity holders of
Gamma Communications plc
|
|
53.0
|
52.2
|
Non-controlling
interests
|
|
0.1
|
0.2
|
|
|
53.1
|
52.4
|
* For re-presentation of 2022
comparatives refer to note 1, section Consolidated statement of
comprehensive income.
Consolidated statement of financial
position
As at 31 December 2023
|
|
2023
|
2022*
|
|
Note
|
£m
|
£m
|
Assets
|
|
|
|
Non-current assets
|
|
|
|
Property, plant and
equipment
|
8
|
30.5
|
33.8
|
Right of use assets
|
|
7.9
|
9.1
|
Intangible assets
|
9
|
154.7
|
124.3
|
Deferred tax asset
|
|
6.5
|
5.5
|
Trade and other
receivables
|
|
11.8
|
10.0
|
Contract assets
|
|
2.9
|
3.0
|
|
|
214.3
|
185.7
|
Current assets
|
|
|
|
Inventories
|
|
11.8
|
10.2
|
Trade and other
receivables
|
|
76.1
|
75.0
|
Contract assets
|
|
32.5
|
34.4
|
Cash and cash
equivalents
|
|
136.5
|
94.6
|
Current tax asset
|
|
3.6
|
6.9
|
|
|
260.5
|
221.1
|
Total assets
|
|
474.8
|
406.8
|
|
|
|
|
Liabilities
|
|
|
|
Non-current liabilities
|
|
|
|
Other payables
|
|
0.1
|
2.7
|
Borrowings
|
|
1.4
|
1.7
|
Lease liabilities
|
|
7.0
|
8.6
|
Provisions
|
|
1.7
|
0.9
|
Contract liabilities
|
|
12.1
|
7.8
|
Contingent
consideration
|
11
|
7.7
|
1.5
|
Put option liability
|
|
1.1
|
-
|
Deferred tax
|
|
10.4
|
11.3
|
|
|
41.5
|
34.5
|
Current liabilities
|
|
|
|
Trade and other
payables
|
|
66.5
|
54.0
|
Borrowings
|
|
0.3
|
0.4
|
Lease liabilities
|
|
3.0
|
2.5
|
Provisions
|
|
3.4
|
0.7
|
Contract liabilities
|
|
14.1
|
9.2
|
Contingent
consideration
|
11
|
1.7
|
3.5
|
Put option liability
|
|
-
|
1.8
|
Current tax
|
|
0.1
|
0.5
|
|
|
89.1
|
72.6
|
Total liabilities
|
|
130.6
|
107.1
|
Net assets
|
|
344.2
|
299.7
|
|
|
|
|
Equity
|
|
|
|
Share capital
|
12
|
0.2
|
0.2
|
Share premium reserve
|
|
22.9
|
18.0
|
Other reserves
|
13
|
6.9
|
9.0
|
Retained earnings
|
|
315.1
|
273.9
|
Equity attributable to owners of Gamma Communications
plc
|
|
345.1
|
301.1
|
Non-controlling
interests
|
|
0.2
|
0.8
|
Written put options over
non-controlling interests
|
|
(1.1)
|
(2.2)
|
Total equity
|
|
344.2
|
299.7
|
* For re-presentation of 2022
comparatives refer to note 1, section Consolidated statement of
financial position.
Consolidated statement of cash flows
For the year ended 31 December
2023
|
|
2023
|
2022
|
|
|
Note
|
£m
|
£m
|
|
Cash flows from operating activities
|
|
|
|
|
Profit for the year before
tax
|
|
71.5
|
64.9
|
|
|
|
|
|
|
Adjustments for:
|
|
|
|
|
Depreciation of property, plant
and equipment
|
8
|
9.3
|
9.5
|
|
Depreciation of right of use
asset
|
|
2.3
|
2.8
|
|
Amortisation of intangible
assets
|
9
|
19.7
|
14.9
|
|
Impairment of intangible
assets
|
9
|
12.7
|
-
|
Impairment of goodwill
|
9
|
-
|
12.2
|
|
Change in fair value of contingent
consideration/put option
liability
|
|
-
|
(0.9)
|
|
Share-based payment
expense
|
|
2.7
|
4.3
|
|
Interest income
|
|
(5.4)
|
(0.8)
|
|
Finance expense
|
|
0.9
|
1.3
|
|
Loss on disposal of subsidiary
undertaking
|
4
|
-
|
0.3
|
|
|
|
113.7
|
108.5
|
|
|
|
|
|
|
Decrease/(increase) in trade and
other receivables and contract assets
|
|
6.7
|
(10.1)
|
|
Increase in inventories
|
|
(1.0)
|
(2.6)
|
|
Increase in trade and other
payables
|
|
2.1
|
4.1
|
|
Decrease in contract
liabilities
|
|
(1.5)
|
(0.4)
|
|
Increase/(decrease) in
provisions
|
|
3.5
|
(0.4)
|
|
Cash generated by operations
|
|
123.5
|
99.1
|
|
Taxes paid
|
|
(15.3)
|
(14.4)
|
|
Net cash flows from operating activities
|
|
108.2
|
84.7
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
Proceeds on disposal of property,
plant and equipment
|
|
-
|
0.4
|
|
Purchase of property, plant and
equipment
|
8
|
(5.6)
|
(6.8)
|
|
Purchase of intangible
assets
|
9
|
(17.4)
|
(13.9)
|
|
Interest received
|
|
4.9
|
0.8
|
|
Acquisition of subsidiaries net of
cash acquired
|
10
|
(22.8)
|
(9.8)
|
|
Disposal of subsidiary net of
disposed cash
|
|
-
|
(0.3)
|
|
Net cash used in investing activities
|
|
(40.9)
|
(29.6)
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
Lease liability
repayments
|
|
(2.3)
|
(2.8)
|
|
Put option liability
payment
|
|
(1.3)
|
-
|
Repayment of borrowings
|
|
(0.5)
|
(0.7)
|
|
Repayment of borrowings acquired
with acquisitions
|
10
|
(7.7)
|
-
|
Interest paid
|
|
(0.1)
|
(0.1)
|
|
Share issues
|
|
1.9
|
3.1
|
|
Dividends
|
7
|
(15.2)
|
(13.3)
|
|
Net cash used in financing activities
|
|
(25.2)
|
(13.8)
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
42.1
|
41.3
|
|
Cash and cash equivalents at
beginning of the year
|
|
94.6
|
52.8
|
|
Effects of exchange rate changes
on cash and cash equivalents
|
|
(0.2)
|
0.5
|
|
Cash and cash equivalents at end of the
year
|
|
136.5
|
94.6
|
|
Consolidated statement of changes in equity
For the year ended 31 December
2023
|
Share
capital
|
Share
premium reserve
|
Other
reserves
|
Retained
earnings
|
Total
|
Non-Controlling interests
|
Written
put options over non-controlling interests
|
Total
equity
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
|
|
|
|
|
|
|
|
|
1 January 2022
|
0.2
|
14.9
|
4.5
|
239.1
|
258.7
|
2.2
|
(6.7)
|
254.2
|
Issue of shares
|
-
|
3.1
|
(2.7)
|
2.7
|
3.1
|
-
|
-
|
3.1
|
Share-based payment
expense
|
-
|
-
|
4.3
|
-
|
4.3
|
-
|
-
|
4.3
|
Tax on share-based payment
expense:
|
|
|
|
|
|
|
- Current tax
|
-
|
-
|
-
|
0.1
|
0.1
|
-
|
-
|
0.1
|
- Deferred tax
|
-
|
-
|
-
|
(1.1)
|
(1.1)
|
-
|
-
|
(1.1)
|
Non-controlling interests on
acquisition of subsidiary
|
-
|
-
|
-
|
1.6
|
1.6
|
(1.6)
|
-
|
-
|
Equity put rights
|
-
|
-
|
-
|
(4.5)
|
(4.5)
|
-
|
4.5
|
-
|
Dividends paid
|
-
|
-
|
-
|
(13.3)
|
(13.3)
|
-
|
-
|
(13.3)
|
Transactions with owners
|
-
|
3.1
|
1.6
|
(14.5)
|
(9.8)
|
(1.6)
|
4.5
|
(6.9)
|
|
|
|
|
|
|
|
|
|
Profit for the year
|
-
|
-
|
-
|
49.3
|
49.3
|
0.2
|
-
|
49.5
|
Other comprehensive
income
|
-
|
-
|
2.9
|
-
|
2.9
|
-
|
-
|
2.9
|
Total comprehensive income
|
-
|
-
|
2.9
|
49.3
|
52.2
|
0.2
|
-
|
52.4
|
31 December 2022
|
0.2
|
18.0
|
9.0
|
273.9
|
301.1
|
0.8
|
(2.2)
|
299.7
|
|
|
|
|
|
|
|
|
|
1
January 2023
|
0.2
|
18.0
|
9.0
|
273.9
|
301.1
|
0.8
|
(2.2)
|
299.7
|
Issue of shares
|
-
|
4.9
|
(4.2)
|
4.2
|
4.9
|
-
|
-
|
4.9
|
Share-based payment
expense
|
-
|
-
|
2.7
|
-
|
2.7
|
-
|
-
|
2.7
|
Tax on share-based payment
expense:
|
|
|
|
|
|
|
- Deferred tax
|
-
|
-
|
-
|
(0.1)
|
(0.1)
|
-
|
-
|
(0.1)
|
Non-controlling interests on
acquisition of subsidiary
|
-
|
-
|
-
|
0.9
|
0.9
|
(0.7)
|
-
|
0.2
|
Equity put rights
|
-
|
-
|
-
|
(2.2)
|
(2.2)
|
-
|
1.1
|
(1.1)
|
Dividends paid
|
-
|
-
|
-
|
(15.2)
|
(15.2)
|
-
|
-
|
(15.2)
|
Transactions with owners
|
-
|
4.9
|
(1.5)
|
(12.4)
|
(9.0)
|
(0.7)
|
1.1
|
(8.6)
|
|
|
|
|
|
|
|
|
|
Profit for the year
|
-
|
-
|
-
|
53.6
|
53.6
|
0.1
|
-
|
53.7
|
Other comprehensive
(expense)
|
-
|
-
|
(0.6)
|
-
|
(0.6)
|
-
|
-
|
(0.6)
|
Total comprehensive (expense)/income
|
-
|
-
|
(0.6)
|
53.6
|
53.0
|
0.1
|
-
|
53.1
|
31 December 2023
|
0.2
|
22.9
|
6.9
|
315.1
|
345.1
|
0.2
|
(1.1)
|
344.2
|
Notes to the consolidated financial
statements
For the year ended 31 December
2023
1. Basis of preparation
The preliminary results for the
year ended 31 December 2023 are an abridged statement of the full
Annual Report which was approved by the Board of Directors on 24
March 2024. The consolidated financial statements in the full
Annual Report are prepared in accordance with UK-adopted
International Financial Reporting Standards ("IFRS"), with IFRS as
issued by the International Accounting Standards Board ("IASB") and
with the requirements of the Companies Act 2006.
The financial information
contained in this statement does not constitute statutory financial
statements within the meaning of the Companies Act 2006. They are
an extract from the full accounts for the year ended 31 December
2023 on which the auditor has expressed an unqualified opinion and
do not include any statement under section 498 of the Companies Act
2006. The Group's statutory consolidated financial statements for
the year ended 31 December 2023 will be available at the Gamma
Communications plc website in due course and will be posted to
shareholders prior to the AGM and subsequently filed at Companies
House.
The financial information included
in this preliminary announcement does not itself contain sufficient
information to comply with IFRS. The annual report and audited
financial statements for the year ended 31 December 2023 will be
made available on the Group's website in March 2024.
The financial statements are
presented in Pounds Sterling and, unless otherwise stated, have
been rounded to the nearest 0.1 million (£m). The consolidated
financial statements have been prepared on a going concern basis
under the historical cost convention, except for certain
financial instruments which have been measured
at fair value.
The accounting policies adopted
are consistent with those followed in the preparation of the
audited statutory consolidated financial statements for the year
ended 31 December 2023.
A full set of the audited statutory
accounts will be available in due course at:
www.gammagroup.co/company/investors/results-presentations/
There are no additional standards
or interpretations requiring adoption that are applicable to the
Group for the accounting period commencing 1 January
2023.
Consolidated statement of comprehensive
income
The Group has revised the
presentation of the Consolidated statement of comprehensive income
to present exchange differences and the tax effect of them
separately. These were presented as one net figure previously. The
revised presentation is considered to be more helpful to the users
of the accounts. The comparatives have been re-presented to be
consistent with the revised presentation format.
Consolidated statement of financial
position
The Group has revised the
presentation of the Consolidated statement of financial position to
present contract assets separately. These were presented within
Trade and other receivables in previous periods. The revised
presentation is considered to be more helpful to the users of the
accounts, given the relative materiality of contract assets. The
comparatives have been re-presented to be consistent with the
revised presentation format. Contract costs were previously
included within contract assets in Trade and other receivables and
continue to be included within Trade and other receivables as
contract costs. The revision has no impact on the Consolidated
statement of profit or loss or cash flows, or total or net
assets.
Consolidated statement of cash flows
In 2023 the put option liability
payment of £1.3m was recorded within financing activities given no
change in control. In 2022 a comparable put option liability
payment of £3.8m was recorded in acquisition of subsidiaries net of
cash required within investing activities and has not been
re-presented as it is not material.
2. Accounting policies, judgements and
estimates
The accounting policies adopted
are consistent with those followed in the preparation of the
audited statutory consolidated financial statements for the year
ended 31 December 2023.
Preparation of the consolidated
financial statements requires the Group to make certain
estimations, assumptions and judgements regarding the future.
Estimates and judgements are continually evaluated based on
historical experience and other factors, including best estimates
of future events. In the future, actual experience may differ from
these estimates and assumptions. The following are considered to be
the critical accounting judgements and key sources of estimation
uncertainty.
Critical accounting judgements
Critical judgements, apart from
those involving estimations, applied in the preparation of the
consolidated financial statements are discussed below:
Revenue recognition
Revenue recognition on contracts
may involve providing services over multiple years and involving a
number of products. In such instances, judgement is required to
identify the date of transaction of separable elements of the
contract and the fair values which are assigned to each
element. For more information on the Group's revenue recognition
policy please see note 1, Accounting policies of the full set of
the statutory consolidated financial statements.
Key accounting estimates
Key accounting estimates that
could have a significant risk of causing a material adjustment
within the next financial year are discussed below:
Contingent consideration
At 31 December 2023, the fair value
of contingent consideration liabilities amounted to £9.4m (2022:
£5.0m). This is based on estimates of the future financial
performance of the acquired entity. The maximum amount that could
be paid is £16.5m due by the end of 2027, dependent upon financial
performance. Further details on these estimates and sensitivity of
the fair value of contingent consideration is provided within note
11 Contingent Consideration.
3. Segment information
In recent years, Gamma has widened
its product and solution/services set to address the communications
needs of a broader range of businesses. Post pandemic, customer
requirements have evolved in respect of their telecommunications
and IT infrastructure and methods of procurement for such products
and services have broadened. Because of this, the Group's business
unit responsibilities have been realigned to allow the business
units to focus more directly on customer needs and
preferences.
Our two UK business units are now
aligned with customer groups rather than routes to market. We have
therefore updated our segmental reporting structure to reflect the
way in which the Group now manages its operations.
Previously the reported segments
were UK Indirect, UK Direct, Europe and Central Functions. The new
segments are Gamma Business, Gamma Enterprise, Europe and Central
Functions. Gamma Business consists of the former UK Indirect
business with the addition of some customers and associated costs
from the UK Direct business (now Gamma Enterprise). This has
resulted in a £13.5m revenue movement between segments for the year
ended 31 December 2022 (3% of group revenue) with no change in
Executive Committee leadership.
This change in segmentation
resulted in the following movements between the former Direct
segment to the former Indirect segment for FY
2022: revenue
of £13.5m, gross profit of £8.1m and overheads
of £6.2m, resulting in a £1.9m EBITDA movement
between segments for the year ended 31 December 2022.
This change in reporting structure
has taken effect for reporting in 2023.
The Group's main operating segments
are outlined below:
Gamma Business - This division sells Gamma's products to smaller businesses
in the UK, typically with fewer than 250 employees. This division
sells through different routes including the channel, direct,
digital and other carriers who sell to smaller businesses in the
UK. It contributed 64% (2022: 64%) of the Group's external
revenue.
Gamma Enterprise
- This division sells Gamma's products to larger
businesses in the UK, typically to those with more than 250
employees. Larger organisations have more complex needs so this
division sells Gamma's and other suppliers' products to Enterprise
and Public Sector customers, together with an associated managed
service wrap, and ordinarily sells directly. It contributed 21%
(2022: 21%) of the Group's external revenue.
Europe -
This division consists of sales made in Europe through Gamma's
German, Spanish and Dutch businesses. It contributed 15% (2022:
15%) of the Group's external revenue.
Central functions
- This comprises the central management team and
wider Group costs.
Factors that Management used to
identify the Group's operating segments
The Group's reportable segments are
strategic business units that are aligned with customer groups,
needs and preferences. They are managed separately because each
business requires different marketing strategies and are reported
separately to the Board and Executive Committee to use for
decision-making.
Measurement of operating segment
profit or loss
The accounting policies of the
reportable segments are the same as those described in the summary
of material accounting policies.
The Board and Executive Committee
evaluate performance on the basis of earnings before interest, tax,
depreciation, amortisation and exceptional items.
Inter-segment sales are priced in
line with sales to external customers, with an appropriate discount
being applied to encourage use of Group resources at a rate
acceptable to local tax authorities. This policy was applied
consistently throughout the current and prior year.
Revenue from external customers has
been derived principally in the geographical area of the operating
segment and no single customer contributes more than 10% of
revenue.
2023
|
Gamma Business
£m
|
Gamma
Enterprise
£m
|
Europe
£m
|
Central
functions
£m
|
Total
£m
|
Segment revenue
|
353.9
|
110.6
|
79.5
|
-
|
544.0
|
Inter-segment revenue
|
(21.7)
|
(0.5)
|
(0.1)
|
-
|
(22.3)
|
Revenue from external
customers
|
332.2
|
110.1
|
79.4
|
-
|
521.7
|
|
|
|
|
|
|
Timing of revenue recognition
|
|
|
|
|
|
At a point in time
|
19.3
|
9.2
|
30.4
|
-
|
58.9
|
Over time (recurring)
|
312.9
|
100.9
|
49.0
|
-
|
462.8
|
|
332.2
|
110.1
|
79.4
|
-
|
521.7
|
Total
gross profit
|
176.1
|
52.6
|
38.5
|
-
|
267.2
|
Earnings before interest, tax,
depreciation, amortisation and exceptional items (Adjusted
EBITDA)
|
85.0
|
29.6
|
10.2
|
(10.5)
|
114.3
|
Exceptional items
|
(14.7)
|
(0.2)
|
(1.0)
|
(0.1)
|
(16.0)
|
Earnings before interest, tax,
depreciation and amortisation (EBITDA)
|
70.3
|
29.4
|
9.2
|
(10.6)
|
98.3
|
2022 (Restated)
|
Gamma Business
£m
|
Gamma
Enterprise
£m
|
Europe
£m
|
Central
functions
£m
|
Total
£m
|
Segment revenue
|
334.0
|
102.9
|
73.4
|
-
|
510.3
|
Inter-segment revenue
|
(24.6)
|
(0.9)
|
(0.2)
|
-
|
(25.7)
|
Revenue from external
customers
|
309.4
|
102.0
|
73.2
|
-
|
484.6
|
|
|
|
|
|
|
Timing of revenue recognition
|
|
|
|
|
|
At a point in time
|
17.5
|
6.7
|
28.7
|
-
|
52.9
|
Over time (recurring)
|
291.9
|
95.3
|
44.5
|
-
|
431.7
|
|
309.4
|
102.0
|
73.2
|
-
|
484.6
|
|
|
|
|
|
|
Total gross profit
|
163.7
|
49.3
|
34.7
|
-
|
247.7
|
|
|
|
|
|
|
Earnings before interest, tax,
depreciation, amortisation and exceptional items (Adjusted
EBITDA)
|
78.6
|
27.9
|
9.0
|
(10.4)
|
105.1
|
Exceptional items
|
-
|
-
|
(12.5)
|
-
|
(12.5)
|
Earnings before interest, tax,
depreciation and amortisation (EBITDA)
|
78.6
|
27.9
|
(3.5)
|
(10.4)
|
92.6
|
Geographic segmentation
The UK is the Group and Company's
country of domicile and is where most revenue is generated, which
is from external UK customers. The geographic analysis of revenue
and non-current assets, which excludes deferred tax assets, is
presented below.
The Group's revenue from external
customers by geographical location is detailed below:
|
2023
£m
|
2022
£m
|
UK
|
413.8
|
391.1
|
Europe
|
107.9
|
93.5
|
Total
|
521.7
|
484.6
|
The Group's non-current assets by
geographical location are detailed below:
|
2023
£m
|
2022
£m
|
UK
|
131.8
|
104.0
|
Europe
|
76.0
|
76.2
|
Total
|
207.8
|
180.2
|
4. Exceptional items
|
2023
£m
|
2022
£m
|
Impairment of intangible
development costs
|
12.7
|
-
|
Restructuring costs
|
3.3
|
-
|
Impairment of goodwill
|
-
|
12.2
|
Loss on disposal of
subsidiary
|
-
|
0.3
|
Total exceptional items
|
16.0
|
12.5
|
Tax effect of exceptional
items
|
(3.9)
|
-
|
An impairment of intangible
development costs totalling £12.7m has been recorded in the year
(2022: £nil), see note 9 for additional information.
Restructuring costs relate to
severance of £3.3m in the year (2022: £nil), following
non-recurring organisational changes related to the expanded UCaaS
offering and the combining of the German and Dutch senior
leadership team. The cash cost in the year was £0.2m and the
remaining £3.1m is expected to be paid out within the next 12
months.
In 2022 an impairment of goodwill
in the Spanish CGU was recognised, along with a loss on disposal of
ComyMedia (previously part of the Spanish CGU).
The total cash cost of exceptional
items in the year was £0.2m (2022: £nil).
5. Tax expense
|
2023
£m
|
2022
£m
|
Current tax expense
|
|
|
UK current tax on profits for the
year
|
18.9
|
13.7
|
Overseas current tax
|
1.1
|
1.1
|
Adjustment in respect of prior
year
|
1.7
|
(0.4)
|
Total current tax
|
21.7
|
14.4
|
Deferred tax expense
|
|
|
Origination and reversal of
temporary differences
|
(2.3)
|
(0.2)
|
Adjustment in respect of prior
years
|
(1.6)
|
0.2
|
Tax rate change
|
-
|
1.0
|
Total deferred tax
|
(3.9)
|
1.0
|
Total tax expense
|
17.8
|
15.4
|
The tax charge for 2023 is higher
(2022: higher) than the standard blended rate of corporation tax in
the United Kingdom of 23.5% (2022: 19%). The differences are
explained below:
|
2023
£m
|
2022
£m
|
Profit before tax
|
71.5
|
64.9
|
Expected tax charge based on the
standard blended rate of United Kingdom corporation tax at the
domestic rate of 23.5% (2022: 19%)
|
16.8
|
12.3
|
Effects of:
|
|
|
Tax effect of expenses that are not
deductible in determining taxable profit
|
0.8
|
2.8
|
Effect of different tax rates of
subsidiaries operating in other jurisdictions
|
(0.1)
|
(0.2)
|
Tax rate change
|
-
|
1.0
|
Other tax items
|
0.2
|
(0.3)
|
Adjustment in respect of prior
years
|
0.1
|
(0.2)
|
Total tax expense
|
17.8
|
15.4
|
Deferred tax was calculated based
on the tax laws and rates that were enacted or substantively
enacted at the balance sheet date.
6. Earnings per share
|
2023
|
2022
|
Earnings per ordinary share -
basic (pence)
|
55.2
|
51.1
|
Earnings per ordinary share -
diluted (pence)
|
54.9
|
50.6
|
The calculation of the basic and
diluted earnings per share is based on the following
data:
|
2023
£m
|
2022
£m
|
Profit attributable to the ordinary
equity holders of the Company
|
53.6
|
49.3
|
|
|
|
|
|
|
Shares
|
No.
|
No.
|
Weighted average number of Ordinary
Shares for basic earnings per share
|
97,088,798
|
96,543,985
|
Effect of dilution resulting from
share options
|
606,553
|
948,689
|
Diluted weighted average number of
ordinary shares
|
97,695,351
|
97,492,674
|
In 2022, as part of Gamma's
acquisition of Gamma Holding GmbH (formerly HFO) the vendor
reinvested £0.5m and purchased 44,558 ordinary shares.
Adjusted earnings per share (diluted) is
detailed below:
|
2023
|
2022
|
|
|
|
Adjusted earnings per ordinary
share - diluted (pence)
|
75.1
|
71.8
|
7. Dividends
The following dividends were paid
by the Group to its shareholders:
|
2023
£m
|
2022
£m
|
Final dividend for the year ended
31 December 2021 of 8.8p per ordinary share
|
-
|
8.5
|
Interim dividend for the year ended
31 December 2022 of 5.0p per ordinary share
|
-
|
4.8
|
Final dividend for the year ended
31 December 2022 of 10.0p per ordinary share
|
9.7
|
-
|
Interim dividend for the year ended
31 December 2023 of 5.7 per ordinary share
|
5.5
|
-
|
|
15.2
|
13.3
|
A final dividend of 11.4p will be
proposed at the 2024 Annual General Meeting but has not been
recognised as it requires shareholder approval. The total amount of
dividends proposed for the year ended 31 December 2023 is 17.1p.
The payments of these dividends do not have any tax consequences
for the Group.
8. Property, plant and equipment
|
Land and buildings
£m
|
Network
assets
£m
|
Computer equipment
£m
|
Fixtures and fittings
£m
|
Total
£m
|
Cost
|
|
|
|
|
|
At 1 January 2023
|
4.7
|
67.4
|
13.5
|
2.8
|
88.4
|
Additions
|
-
|
3.9
|
1.6
|
0.1
|
5.6
|
Acquisition of
subsidiary
|
-
|
-
|
-
|
0.1
|
0.1
|
Disposals
|
-
|
(3.1)
|
(0.8)
|
(0.2)
|
(4.1)
|
Exchange difference
|
(0.1)
|
0.2
|
0.1
|
0.1
|
0.3
|
At 31 December 2023
|
4.6
|
68.4
|
14.4
|
2.9
|
90.3
|
Depreciation
|
|
|
|
|
|
At 1 January 2023
|
0.3
|
41.8
|
10.7
|
1.8
|
54.6
|
Charge for the year
|
0.2
|
6.9
|
1.8
|
0.4
|
9.3
|
Disposals
|
-
|
(3.1)
|
(0.8)
|
(0.2)
|
(4.1)
|
Exchange difference
|
0.1
|
-
|
-
|
(0.1)
|
-
|
At 31 December 2023
|
0.6
|
45.6
|
11.7
|
1.9
|
59.8
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
At 1 January 2023
|
4.4
|
25.6
|
2.8
|
1.0
|
33.8
|
At 31 December 2023
|
4.0
|
22.8
|
2.7
|
1.0
|
30.5
|
|
Land and buildings
£m
|
Network
assets
£m
|
Computer equipment
£m
|
Fixtures and fittings
£m
|
Total
£m
|
Cost
|
|
|
|
|
|
At 1 January 2022
|
4.5
|
78.7
|
12.3
|
2.4
|
97.9
|
Additions
|
0.2
|
5.5
|
1.0
|
0.1
|
6.8
|
Acquisition of
subsidiary
|
-
|
-
|
0.1
|
-
|
0.1
|
Disposals
|
-
|
(16.7)
|
-
|
-
|
(16.7)
|
Disposal of subsidiary
|
-
|
-
|
(0.1)
|
-
|
(0.1)
|
Exchange difference
|
-
|
(0.1)
|
0.2
|
0.3
|
0.4
|
At 31 December 2022
|
4.7
|
67.4
|
13.5
|
2.8
|
88.4
|
Depreciation
|
|
|
|
|
|
At 1 January 2022
|
0.3
|
50.3
|
9.0
|
1.5
|
61.1
|
Charge for the year
|
0.1
|
7.5
|
1.6
|
0.3
|
9.5
|
Disposals
|
-
|
(16.3)
|
-
|
-
|
(16.3)
|
Disposal of subsidiary
|
-
|
-
|
(0.1)
|
-
|
(0.1)
|
Exchange difference
|
(0.1)
|
0.3
|
0.2
|
-
|
0.4
|
At 31 December 2022
|
0.3
|
41.8
|
10.7
|
1.8
|
54.6
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
At 1 January 2022
|
4.2
|
28.4
|
3.3
|
0.9
|
36.8
|
At 31 December 2022
|
4.4
|
25.6
|
2.8
|
1.0
|
33.8
|
9. Intangible assets
|
Goodwill
£m
|
Customer contracts
£m
|
Brand
£m
|
Development
costs
£m
|
Software
£m
|
Total
£m
|
Cost
|
|
|
|
|
|
|
At 1 January 2023
|
97.5
|
50.9
|
1.4
|
40.4
|
19.3
|
209.5
|
Additions
|
-
|
-
|
-
|
14.4
|
3.0
|
17.4
|
Acquisition of
subsidiaries
|
36.6
|
6.6
|
0.8
|
-
|
2.1
|
46.1
|
Disposal of subsidiaries
|
-
|
-
|
-
|
-
|
-
|
-
|
Disposals
|
-
|
-
|
-
|
(2.4)
|
-
|
(2.4)
|
Exchange difference
|
(0.9)
|
(0.8)
|
-
|
(0.1)
|
-
|
(1.8)
|
At 31 December 2023
|
133.2
|
56.7
|
2.2
|
52.3
|
24.4
|
268.8
|
Amortisation and
impairment
|
|
|
|
|
|
|
At 1 January 2023
|
20.8
|
29.1
|
0.7
|
18.0
|
16.6
|
85.2
|
Charge for the year
|
-
|
8.8
|
0.4
|
5.2
|
5.3
|
19.7
|
Impairment charge
|
-
|
-
|
-
|
12.7
|
-
|
12.7
|
Disposal of subsidiaries
|
-
|
-
|
-
|
-
|
-
|
-
|
Disposals
|
-
|
-
|
-
|
(2.4)
|
-
|
(2.4)
|
Exchange difference
|
(0.3)
|
(0.5)
|
-
|
(0.3)
|
-
|
(1.1)
|
At 31 December 2023
|
20.5
|
37.4
|
1.1
|
33.2
|
21.9
|
114.1
|
|
|
|
|
|
|
|
Carrying value
|
|
|
|
|
|
|
At 1 January 2023
|
76.7
|
21.8
|
0.7
|
22.4
|
2.7
|
124.3
|
At 31 December 2023
|
112.7
|
19.3
|
1.1
|
19.1
|
2.5
|
154.7
|
Included in development costs are
assets not yet in service of £2.4m (2022: £10.2m).
|
Goodwill
£m
|
Customer contracts
£m
|
Brand
£m
|
Development
costs
£m
|
Software
£m
|
Total
£m
|
Cost
|
|
|
|
|
|
|
At 1 January 2022
|
91.8
|
47.6
|
2.2
|
28.1
|
18.5
|
188.2
|
Additions
|
-
|
-
|
-
|
13.1
|
0.8
|
13.9
|
Acquisition of
subsidiaries
|
4.0
|
1.3
|
0.1
|
-
|
-
|
5.4
|
Disposal of subsidiaries
|
-
|
-
|
-
|
(0.2)
|
-
|
(0.2)
|
Disposals
|
-
|
-
|
(0.9)
|
(0.8)
|
-
|
(1.7)
|
Exchange difference
|
1.7
|
2.0
|
-
|
0.2
|
-
|
3.9
|
At 31 December 2022
|
97.5
|
50.9
|
1.4
|
40.4
|
19.3
|
209.5
|
Amortisation and
impairment
|
|
|
|
|
|
|
At 1 January 2022
|
8.7
|
20.2
|
0.9
|
14.8
|
14.3
|
58.9
|
Charge for the year
|
-
|
7.9
|
0.7
|
4.0
|
2.3
|
14.9
|
Impairment charge
|
12.2
|
-
|
-
|
-
|
-
|
12.2
|
Disposal of subsidiaries
|
-
|
-
|
-
|
(0.2)
|
-
|
(0.2)
|
Disposals
|
-
|
-
|
(0.9)
|
(0.8)
|
-
|
(1.7)
|
Exchange difference
|
(0.1)
|
1.0
|
-
|
0.2
|
-
|
1.1
|
At 31 December 2022
|
20.8
|
29.1
|
0.7
|
18.0
|
16.6
|
85.2
|
|
|
|
|
|
|
|
Carrying value
|
|
|
|
|
|
|
At 1 January 2022
|
83.1
|
27.4
|
1.3
|
13.3
|
4.2
|
129.3
|
At 31 December 2022
|
76.7
|
21.8
|
0.7
|
22.4
|
2.7
|
124.3
|
In 2022 an impairment of the
goodwill of the Spanish CGU was recognised.
In December 2023 Gamma acquired
EnableX, which gave the Group a relationship with Ericsson-LG and
allows access to Ericsson-LG's UCaaS solution, iPECS, which further
expands our UCaaS offering. This, along with the strengthening of
our partnership with Cisco, has resulted in the Group stopping
ongoing development of some of our own collaboration software and
accordingly reviewing the recoverability of our capitalised
development costs.
The carrying amount of this
collaboration software, which had been in development as at 31
December 2023, was £15.0m (2022: £7.5m), recorded within
development cost intangible assets and the Gamma Business
reportable segment. Following the decision to stop ongoing
development of this software, the carrying amount has been reduced
to its recoverable amount of £2.3m through recognition of an
impairment loss of £12.7m. This loss is included within operating
expenses in the Consolidated statement of profit or loss and
recorded solely within the Gamma Business segment.
The recoverable amount was
calculated using the expected future discounted cash flows over the
estimated life of the asset. It incorporates cash flows derived
from Board approved five year forecasts and with cash flows beyond
the five year forecast period then reflecting management's
expectations of future growth prospects in the asset's market, with
all cash flows discounted to present value.
These cash flows have also been
adjusted to exclude any estimated cash inflows and outflows arising
from enhancing the asset. The post-tax risk adjusted discount rate
used in estimating the recoverable amount based on value in use is
9.7% or 12.3% on a pre-tax risk adjusted discount basis.
10. Business combinations
Summary of acquisitions
During 2023 the Group completed a
total of two acquisitions, both of which are 100% owned by the
Group unless otherwise stated.
Acquisition
|
Acquired
|
Principal activity
|
Satisnet Limited
(Satisnet)
|
August
|
Satisnet is a leading provider of
cyber security services and solutions to businesses across the UK
and Europe.
|
EnableX Group (EnableX)
1
|
December
|
EnableX's focus is on enabling
resellers to access new opportunities and win within multiple
technology areas, including in cloud communications, where it is
one of the leading providers to the UK wholesale
channel.
|
1 On 20 December 2023, the Group acquired 95% of EnableX with an
option to acquire the remaining shareholding, held by management,
in 2027.
The fair value of identifiable
assets acquired and liabilities assumed is as follows:
|
Satisnet
£m
|
EnableX
£m
|
Total
£m
|
Tangible fixed assets
|
-
|
0.2
|
0.2
|
Intangible assets -
software
|
-
|
2.1
|
2.1
|
Intangible assets - customer
contracts
|
6.6
|
-
|
6.6
|
Intangible assets -
brand
|
0.8
|
-
|
0.8
|
Cash
|
5.5
|
0.6
|
6.1
|
Inventories
|
-
|
0.6
|
0.6
|
Trade and other
receivables
|
2.1
|
5.1
|
7.2
|
Trade and other payables
|
(2.8)
|
(4.8)
|
(7.6)
|
Bank loans1
|
-
|
(7.7)
|
(7.7)
|
Contract liabilities
|
(1.9)
|
(4.5)
|
(6.4)
|
Deferred tax
liability2
|
(1.9)
|
-
|
(1.9)
|
Total identifiable
assets/(liabilities)
|
8.4
|
(8.4)
|
-
|
Less: Non-controlling
interests
|
-
|
(0.2)
|
(0.2)
|
Add: Goodwill
|
12.6
|
24.0
|
36.6
|
Net assets acquired
|
21.0
|
15.4
|
36.4
|
1 Bank loans of £7.7m were repaid at the time of
acquisition.
2 Deferred tax liability arising on customer contract and brand
intangible assets.
The fair value of identifiable
assets acquired and liabilities assumed are final for
Satisnet.
The fair value of identifiable
assets acquired and liabilities assumed are provisional for
EnableX. The exercise to finalise these balances and the
corresponding adjustment in respect of non-controlling interest is
ongoing and will be completed by 30 June 2024.
The value of the goodwill
represents the prospective future economic benefits that are
expected to accrue from enhancing the portfolio of products
available to the Group's existing customers.
£19.5m was the total payment for
the acquisition of EnableX, gross of £0.6m of cash acquired. This
payment included £7.7m to repay, at the time of acquisition, all
EnableX bank loans, with £11.8m the remaining cash consideration
paid.
|
Satisnet
£m
|
EnableX
£m
|
Total
£m
|
Satisfied by:
|
|
|
|
Cash paid
|
13.8
|
11.8
|
25.6
|
Ordinary Shares issued
|
2.8
|
-
|
2.8
|
Deferred consideration1
|
0.5
|
-
|
0.5
|
Contingent
consideration2
|
3.9
|
3.6
|
7.5
|
Total
|
21.0
|
15.4
|
36.4
|
1 Deferred consideration of £0.5m relating to the initial
purchase payment has been retained. This is expected to be paid in
cash within 12 months, provided that the retained amount has not
been offset against the price adjustment or against claims or
damages and losses.
2Contingent consideration is payable dependent on future
performance of the business acquired. Refer to note 11 for further
details.
Net cash outflow on
acquisitions:
|
Satisnet
£m
|
EnableX
£m
|
Other
£m
|
Total
£m
|
Cash consideration
|
13.8
|
11.8
|
-
|
25.6
|
Less: cash acquired
|
(5.5)
|
(0.6)
|
-
|
(6.1)
|
|
8.3
|
11.2
|
-
|
19.5
|
Contingent consideration payments
during the year1
|
-
|
-
|
3.3
|
3.3
|
Net outflow of cash - investing
activities
(Acquisition of subsidiaries
net of cash acquired)
|
8.3
|
11.2
|
3.3
|
22.8
|
Repayment of acquired bank
loans2
|
-
|
7.7
|
-
|
7.7
|
Net outflow of cash - financing
activities
(Repayment of borrowings
acquired with acquisitions)
|
-
|
7.7
|
-
|
7.7
|
Net cash outflow relating to
acquisitions in the year
|
8.3
|
18.9
|
3.3
|
30.5
|
1 See note 11 Contingent consideration.
2 Bank loans of £7.7m were repaid at the time of acquisition
under change of control notice.
Valuations of intangible
assets
Customer contracts were valued
under the Income Method and the Brand under the Relief from Royalty
methodology.
Goodwill
The goodwill is attributable to the
acquired entity. The goodwill is not deductible for tax
purposes.
Revenue and profit
contribution
From the date of acquisition, the
acquired businesses have contributed £4.6m of revenue and £0.2m of
profit after taxation attributable to the equity holders of Gamma
Communications plc:
|
Revenue
£m
|
Profit before tax
£m
|
Profit after tax
£m
|
Satisnet
|
4.6
|
0.3
|
0.2
|
EnableX
|
-
|
-
|
-
|
Total
|
4.6
|
0.3
|
0.2
|
If these acquisitions had occurred
on 1 January 2023, the acquired businesses would have contributed
revenue and profit after taxation attributable to the equity
holders of Gamma Communications plc as outlined in the table below.
The amounts below are unaudited.
|
Revenue
£m
|
Profit before tax £m
|
Profit after tax
£m
|
Satisnet
|
12.1
|
0.9
|
0.7
|
EnableX
|
15.1
|
1.3
|
1.0
|
Total
|
27.2
|
2.2
|
1.7
|
|
|
|
|
|
|
11. Contingent consideration
|
2023
£m
|
2022
£m
|
Current
|
1.7
|
3.5
|
Non-current
|
7.7
|
1.5
|
|
9.4
|
5.0
|
The reconciliation of the carrying
amounts of contingent consideration is as follows:
|
Exactive
£m
|
Mission
Labs
£m
|
NeoTel
£m
|
Satisnet
£m
|
EnableX
£m
|
Total
£m
|
1 January 2023
|
0.9
|
3.9
|
0.2
|
-
|
-
|
5.0
|
Acquisition of
subsidiary
|
-
|
-
|
-
|
3.9
|
3.6
|
7.5
|
Contingent consideration
settled
|
(1.1)
1
|
(2.4)
|
-
|
-
|
-
|
(3.5)
|
Change in fair value of contingent
consideration:
|
|
|
|
|
|
|
Unwinding of discount
|
-
|
0.2
|
-
|
0.2
|
-
|
0.4
|
Other change in fair
value
|
0.2
|
-
|
(0.2)
|
-
|
-
|
-
|
31 December 2023
|
-
|
1.7
|
-
|
4.1
|
3.6
|
9.4
|
1 Includes £0.2m of shares issued.
Contingent consideration for
Exactive was based on the EBITDA performance for 2021. This was
settled during 2023, part cash £0.9m and part shares
£0.2m.
Contingent consideration relating
to Mission Labs is based on milestones being achieved in 2023.
Consideration of up to £1.7m may be payable. The fair value of
£1.7m at 31 December 2023 is current and based on a payout of £1.7m
which takes into account the weighted probability of
payout.
Contingent consideration for NeoTel
was based on gross profit for the period July 2022 to July 2023,
which was not achieved. Subsequently the contingent consideration
liability has been released.
Contingent consideration for
Satisnet is based on managed service revenues for the financial
year ending 31 December 2025, and gross profit split between the
periods from 1 July 2023 to 31 December 2024 and the financial year
ending 31 December 2025. Consideration of up to £5.0m may be
payable. The fair value of £4.1m at 31 December 2023 is non-current
and based on a payout of £4.8m which takes into account the
weighted probability of payout.
Contingent consideration for
EnableX is based on the EBITDA performance for the financial year
ending 31 December 2026. Consideration of up to £9.8m may be
payable. The fair value of £3.6m at 31 December 2023 is non-current
and based on a payout of £5.8m which takes into account the
weighted probability of payout.
The valuation technique used for
instruments categorised in Level 3 (including contingent
consideration) was a probability weighted expected returns
methodology, using a risk-adjusted discount rate appropriate to the
transaction. The fair value of contingent consideration which is a
Level 3 instrument is £9.4m (2022: £5.0m). It is dependent on the
future financial performance of the entity. It is assumed that
future profits are in line with management estimates which are
derived from internal business plans together with financial due
diligence performed in connection with the acquisition.
The following analysis is provided
to illustrate the sensitivity of the year-end balance to a change
in an individual input, within reasonable expected ranges, while
all other variables remain constant. This is not intended to imply
the likelihood of change or that possible changes in value would be
restricted to this range.
Input
|
|
|
Change
|
Change
in
|
|
|
Year-end discounted
estimate
|
in
input
|
fair value £m
|
|
|
|
|
|
Discount rate
|
|
14.3%
|
+1%
|
(0.2)
|
|
|
|
-1%
|
0.2
|
Financial forecasts
|
|
Forecast revenue performance
|
+10%
|
-
|
|
|
|
-10%
|
(1.8)
|
|
|
Forecast gross profit performance
|
+10%
|
0.2
|
|
|
|
-10%
|
(1.1)
|
|
|
Forecast EBITDA
performance
|
+10%
|
0.6
|
|
|
|
-10%
|
(0.6)
|
The following table sets out the
contractual maturities (representing undiscounted contractual cash
flows) of financial liabilities at fair value (contingent
consideration and put option liability):
|
|
Less
than 1 year
£m
|
Between
1 and
2
years
£m
|
Between
2 and
5
years
£m
|
Over
5
years
£m
|
2023
|
1.7
|
1.1
|
11.2
|
-
|
2022
|
5.3
|
1.7
|
-
|
-
|
As at 31 December, the potential
undiscounted amount of future payments that could be required under
contingent consideration arrangements range from nil to
£16.5m.
12. Share capital
At 31 December the share capital
was as follows:
|
2023
Number
|
2023
£m
|
2022
Number
|
2022
£m
|
Authorised, allotted and fully
paid
|
|
|
|
|
Ordinary Shares of £0.0025
each
|
97,462,226
|
0.2
|
96,847,301
|
0.2
|
Ordinary Share movement in the year
is as follows:
|
Number
|
Notes
|
As at 1 January 2023
|
96,847,301
|
|
January
|
7,170
|
(a)
|
February
|
2,221
|
(a)
|
April
|
5,268
|
(a)
|
May
|
4,132
|
(a)
|
June
|
109,751
|
(a)
|
July
|
176,233
|
(a)
|
August
|
1,000
|
(b)
|
September
|
25,607
|
(a)
|
September
|
246,599
|
(b)
|
October
|
2,790
|
(a)
|
November
|
3,510
|
(a)
|
December
|
10,450
|
(a)
|
December
|
20,194
|
(c)
|
As at 31 December 2023
|
97,462,226
|
|
(a) Ordinary shares were
issued to satisfy options which had been exercised.
(b) Ordinary shares were
issued to the vendor of Satisnet Limited as consideration for the
purchase.
(c) Ordinary shares were
issued to the former owners of Exactive Holdings Limited, being the
final of two contingent consideration payments.
13. Other reserves
A breakdown of other reserves is
shown below:
|
Merger reserve
£m
|
Share option reserve
£m
|
Foreign exchange reserve
£m
|
Own shares
£m
|
Total Other Reserves
£m
|
1 January 2022
|
2.3
|
7.1
|
(4.2)
|
(0.7)
|
4.5
|
Issue of shares
|
-
|
(2.7)
|
-
|
-
|
(2.7)
|
Share-based payment
expense
|
-
|
4.3
|
-
|
-
|
4.3
|
Other comprehensive
income
|
-
|
-
|
2.9
|
-
|
2.9
|
31 December 2022
|
2.3
|
8.7
|
(1.3)
|
(0.7)
|
9.0
|
|
|
|
|
|
|
1 January 2023
|
2.3
|
8.7
|
(1.3)
|
(0.7)
|
9.0
|
Issue of shares
|
-
|
(4.2)
|
-
|
-
|
(4.2)
|
Share-based payment
expense
|
-
|
2.7
|
-
|
-
|
2.7
|
Other comprehensive
(expense)
|
-
|
-
|
(0.6)
|
-
|
(0.6)
|
31 December 2023
|
2.3
|
7.2
|
(1.9)
|
(0.7)
|
6.9
|
14. Subsequent events
In February 2024, the Group
acquired the entire issued share capital of Coolwave Communications
Limited, a prominent international SMS and voice services provider,
for an initial cash payment of £6.3m (excluding amounts paid for
cash acquired). In addition, there is a further amount payable of
up to £0.4m within the next six months. Given the timing of the
closure of the transaction, the Group expects to disclose the
provisional accounting for the acquisition in the H1 2024
results.
In March 2024, the Group has appointed Investec Bank plc to manage
a share buyback programme to purchase ordinary shares of 0.25 pence
each in Gamma Communications plc for an aggregate purchase price of
up to £35.0m within certain pre-set parameters (the "Programme").
The Company has authorised the Programme to continue while it
retains the authority from shareholders to repurchase such ordinary
shares until the earlier of: (i) the maximum aggregate
consideration payable by the Company has been reached or (ii)
Friday 6 September 2024. The Programme will be conducted by the
Company in accordance with and under the terms of the general
authority granted to the Board by the Company's shareholders. The
purpose of the Programme is to reduce the Company's share capital
(any Shares repurchased for this purpose will be
cancelled) and to enable the Company to meet obligations arising
from share option programmes (any Shares repurchased for this
purpose will be held in treasury).
Alternative Performance Measures
The Group uses certain measures to
assess the financial performance of its business. These measures
are called Alternative Performance Measures ("APMs") because they
exclude amounts that are included in, or include amounts that are
excluded from, the most directly comparable measure calculated and
presented in accordance with IFRS, or are calculated using
financial measures that are not calculated in accordance with
IFRS.
These APMs are used to measure
operating performance and liquidity in presentations to the Board
and as a basis for strategic planning and forecasting. The Group
believes that APMs provide additional useful information for users
of the financial statements to assess the Group's performance,
including the Group's core operational performance. These and
similar measures are used widely by certain investors, analysts and
other interested parties as supplemental measures of performance
and liquidity.
The APMs may not be comparable to
similarly named measures used by other companies and have
limitations as analytical tools. They should not be considered in
isolation or as a substitute for analysis of the Group's results
reported under IFRS.
An explanation of the relevance of
each of the APMs, a reconciliation of the APM to the most directly
comparable measure calculated and presented in accordance with IFRS
and a discussion of the limitations are set out below. The Group
does not consider these APMs to be a substitute for, or superior
to, the equivalent measures calculated and presented in accordance
with IFRS.
EBITDA and Adjusted EBITDA
EBITDA is presented because it is
widely used by securities analysts, investors and our peer group
internationally to evaluate the profitability of companies. EBITDA
is defined as Profit before tax excluding finance expense, finance
income, depreciation of property, plant and equipment, right of use
asset depreciation and amortisation of intangible assets. EBITDA
eliminates potential differences in core financial performance that
can be caused by variations in capital structures (affecting net
finance costs), tax positions (such as the availability of brought
forward losses against which taxable profits can be relieved), the
cost and age of property, plant and equipment and right of use
assets (affecting relative depreciation expense), and the extent to
which intangible assets are identifiable (affecting relative
amortisation expense).
Adjusted EBITDA is a primary
profit measure used internally by the Board to assess financial
performance of the Group and its segments. It is defined as EBITDA
(as defined above) adding back exceptional items. It excludes
exceptional items (note 4) by virtue of their size, nature or
incidence, in order to show the Group's core
performance.
The following table is a
reconciliation from statutory profit before tax for the year to
EBITDA and Adjusted EBITDA:
|
2023
|
2022
|
|
£m
|
£m
|
Profit before tax
|
71.5
|
64.9
|
Finance income
|
(5.4)
|
(0.8)
|
Finance expense
|
0.9
|
1.3
|
Profit from operations
|
67.0
|
65.4
|
Depreciation of property, plant
and equipment and right of use assets
|
11.6
|
12.3
|
Amortisation from intangible
assets
|
19.7
|
14.9
|
EBITDA
|
98.3
|
92.6
|
Exceptional items
|
16.0
|
12.5
|
Adjusted EBITDA
|
114.3
|
105.1
|
In the year, the cash cost of
exceptional and other adjusting items was £0.2m (2022:
£nil).
Adjusted profit before tax
Adjusted profit before tax is
defined as profit before tax excluding the effects of exceptional
items, amortisation arising from business combinations and changes
in fair value of contingent consideration and put option liability.
These items are individually material items and/or are not
considered to be representative of the trading performance of the
Group:
Exceptional items (note 4) are
excluded by virtue of their size, nature or incidence in order to
show the core performance of the Group.
Amortisation of intangibles
arising from business combinations is excluded because this charge
is a non-cash accounting item based on judgements about the assets'
value and economic life and is the result of the application of
acquisition accounting, and whilst revenue recognised in the income
statement does benefit from the intangibles that have been
acquired, the amortisation costs bear no relation to the Group's
trading performance in the period. This adjustment improves
comparability between acquired and organically grown
operations.
Changes in fair value of
contingent consideration and put option liability are excluded
because the amounts are non-cash accounting items and bear no
relation to the Group's trading performance in the period. This
adjustment improves comparability between acquired and organically
grown operations.
Adjusted profit before tax is the
primary profit measure used internally to reward
employees.
The following table is a
reconciliation from statutory Profit before tax for the year to
Adjusted profit before tax:
|
2023
|
2022
|
|
£m
|
£m
|
Profit before tax
|
71.5
|
64.9
|
Exceptional items
|
16.0
|
12.5
|
Amortisation of intangibles
arising from business combinations
|
10.0
|
9.5
|
Change in fair value of contingent
consideration and put option liability
|
0.4
|
0.9
|
Adjusting items
|
26.4
|
22.9
|
Adjusted profit before tax
|
97.9
|
87.8
|
In the year, the cash cost of
exceptional and other adjusting items was £0.2m (2022:
£nil).
Adjusted earnings per share (fully diluted)
Adjusted earnings per share
("EPS") fully diluted is presented as management believes it is
important for understanding the changes in the Group's fully
diluted EPS, including improving comparability between acquired and
organically grown operations. Adjusted EPS fully diluted is defined
as Diluted EPS where the earnings attributable to ordinary
shareholders are adjusted by excluding the effects of exceptional
items, amortisation arising from business combinations and changes
in fair value of contingent consideration and put option liability
(for the same reasons outlined previously in relation to Adjusted
profit before tax), as well as the tax on these items, because they
are individually or collectively material items that are not
considered to be representative of the trading performance of the
Group. To exclude the tax impact of these items would give an
incomplete picture.
|
2023
|
2022
|
Earnings per ordinary share - diluted
(pence)
|
54.9
|
50.6
|
Adjusted earnings per ordinary share - fully diluted
(pence)
|
75.1
|
71.8
|
|
2023
|
2022
|
|
£m
|
£m
|
Profit after tax attributable to the ordinary equity holders
of the Company
|
53.6
|
49.3
|
Adjusting items:
|
|
|
Exceptional items
|
16.0
|
12.5
|
Amortisation of intangibles
arising from business combinations
|
10.0
|
9.5
|
Change in fair value of contingent
consideration and put option liability
|
0.4
|
0.9
|
|
26.4
|
22.9
|
Tax relating to adjusting items
|
(6.6)
|
(2.2)
|
Adjusted profit after tax attributable to the ordinary equity
holders of the Company
|
73.4
|
70.0
|
|
2023
|
2022
|
|
No:
|
No:
|
Diluted weighted average number of ordinary
shares
|
97,695,351
|
97,492,674
|
Net
cash
Net cash is presented as it is an
important liquidity measure used by management and the board. Net
cash is defined as cash and cash equivalents less borrowings. IFRS
16 lease liabilities and contingent consideration are not
considered as debt for the purpose of quoting Net cash.
|
2023
|
2022
|
|
£m
|
£m
|
Cash and cash
equivalents
|
136.5
|
94.6
|
Borrowings
|
(1.7)
|
(2.1)
|
Net cash
|
134.8
|
92.5
|
The following table is a
reconciliation of the movements in Net cash from previously
reported periods:
|
Cash
and cash equivalents
|
Borrowings
|
Net
cash
|
|
£m
|
£m
|
£m
|
At 1 January 2022
|
52.8
|
(3.3)
|
49.5
|
Repayments
|
-
|
0.7
|
0.7
|
Disposal of
subsidiaries
|
-
|
0.6
|
0.6
|
Net increase in cash and cash
equivalents
|
41.3
|
-
|
41.3
|
Effects of foreign exchange rate
changes
|
0.5
|
(0.1)
|
0.4
|
At 31 December 2022
|
94.6
|
(2.1)
|
92.5
|
Repayments
|
-
|
0.5
|
0.5
|
Borrowings acquired with
acquisitions
|
-
|
7.7
|
7.7
|
Repayment of borrowings acquired
with acquisitions
|
-
|
(7.7)
|
(7.7)
|
Net increase in cash and cash
equivalents
|
42.1
|
-
|
42.1
|
Effects of foreign exchange rate
changes
|
(0.2)
|
(0.1)
|
(0.3)
|
At 31 December 2023
|
136.5
|
(1.7)
|
134.8
|
Adjusted cash conversion
Adjusted cash conversion is
presented as management believe it is important to understand the
Group's conversion of Adjusted EBITDA (as defined previously) to
cash. The Group's Adjusted cash conversion is defined as Cash
generated by operations excluding the cash impact of exceptional
items divided by Adjusted EBITDA, so as to exclude the impact of
significant one-off transactions outside the normal course of
trading. Adjusted cash conversion is used to track and measure
timing differences between profitability and cash generation
through working capital management, including seasonality or
one-offs.
|
2023
|
2022
|
|
£m
|
£m
|
Cash generated by
operations
|
123.5
|
99.1
|
Cash impact of exceptional
items
|
0.2
|
-
|
Cash generated by operations (excluding exceptional item
impacts)
|
123.7
|
99.1
|
Adjusted EBITDA
|
114.3
|
105.1
|
Adjusted cash conversion
|
108%
|
94%
|