The directors present the strategic report for the year ended 31 December 2023.
Whilst Project Panda Bidco Limited is a holding company, through its investment in its subsidiaries, the principal activity of the group is that of specialist recruitment consultants providing both interim (contract) and permanent staff within the Life Sciences industry.
These financial statements present the standalone results for Project Panda Bidco Limited with the group preparing consolidated accounts at Topco level.
The group currently employs over 150 staff across hubs in New York, San Francisco, San Diego, London and Berlin.
Successful developments and achievements for the group in a challenging period include:
Contractor numbers increasing 13% across the year
Over 4,300 contractor timesheets processed across the year
Almost 500 clients invoiced throughout calendar year 2023
GP from RPO (Recruitment Process Outsourcing) contracts exceeding £1.2m
Global Average Perm Placement fee increasing by 4% from 2022 to 2023
The directors do not consider there to be any meaningful key performance indicators due to this being a company with no revenue and only holding loan notes and external debt.
The principal risks and uncertainties facing the company are those that would have an impact on the value of the investment in its subsidiaries and, therefore, wider group. Below we consider the risks and uncertainties of that group.
The group operates within multiple currencies and is, therefore, exposed to foreign exchange risk. However, this exposure is monitored by continually reviewing foreign exchange rates, and any conversions are done at the smallest spread available.
The group have bank accounts in all currencies in which we transact, and all contractors are paid and billed in the same currency to create a natural hedge.
After the transaction in September 2021, the majority of the debt provided by HSBC was redenominated into USD (from GBP) hence creating a further hedge against foreign exchange movements.
The group are also exposed to interest rate risk having a debt facility which is linked to SONIA. In order to mitigate this risk, the group have taken out an Interest Rate Cap with HSBC.
Liquidity
With economic uncertainty continuing to have macro-economic consequences throughout the duration of the reporting period, there was a risk that clients may have held on to cash longer than usual hence leading to a cash-flow squeeze as we continue to pay our contractors in a timely manner. This expected downturn, however, did not materialise. After the transaction in September 2021, the group now holds a £4m RCF facility with HSBC which is not being utilised and remains in a strong cash position as we continue to trade as efficiently as possible.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2023.
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
No preference dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Saffery LLP have expressed their willingness to remain in office.
We have audited the financial statements of Project Panda Bidco Limited (the 'company') for the year ended 31 December 2023 which comprise the income statement, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.
Identifying and assessing risks related to irregularities:
We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and by updating our understanding of the sector in which the company operates.
Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.
Audit response to risks identified
We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.
During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
Project Panda Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is Irongate House, 30 Dukes Place, London, EC3A 7LP.
The company's principal activities and nature of its operations are disclosed in the Directors' report.
The prior period represented 8 September 2021 - 31 December 2022 following incorporation in order to align with the trading subsidiaries. The current year represents the full 12 months to 31 December 2023 and so is not wholly comparable.
The comparative financial period comprised of the 17 month period ended 31 December 2022 and is not directly comparable to the current year ended 31 December 2023. The prior period was a longer period of account from date of incorporation on 10 August 2021 to 31 December 2022 to make it co-terminus with the rest of the group.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:
presentation of a statement of cash flows and related notes;
disclosure of the objectives, policies and processes for managing capital;
disclosure of key management personnel compensation;
the effect of financial instruments on the statement of comprehensive income;
disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date;
related party disclosures for transactions with the parent or wholly owned members of the group; and
financial instrument disclosures, including carrying amounts and fair values of financial instruments by category and information about the nature and extent of risks arising on financial instruments; income, expenses, gains and losses on financial instruments; information about financial instruments that have been reclassified, derecognised, transferred or offset; details of credit losses, collateral, loan defaults or breaches; and effects of initial application of IFRS 9.
As permitted by FRS 101, the company has taken advantage of the disclosure exemptions available under that standard in relation to share based payments, financial instruments, capital management, presentation of a cash flow statement, presentation of comparative information in respect of certain assets, standards not yet effective, impairment of assets, business combinations, discontinued operations and related party transactions.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
The results of Project Panda Bidco are included in the consolidated financial statements of Project Panda Topco Limited and are available from its registered office, Irongate House, 30 Dukes Place, London, England, EC3A 7LP.
Investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
Derivatives, including foreign exchange contracts, are financial assets held at fair value through profit or loss. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value at each reporting date. Changes in the fair value of derivatives are recognised in profit or loss unless hedge accounting is applied. Hedge accounting is not applied as the technical requirements of IFRS 9 'Financial Instruments' are not met.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability. A derivative is presented as a non-current asset or liability if the remaining maturity of the instruments is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are classified as current.
The categorisation at fair value measurements between the different levels of the fair value hierarchy set out in IFRS 13 'Fair Value Measurement' depends on the degree to which the input to the fair value measurements are observable and the significance of the inputs to the fair value measurement.
The three levels are :
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2: Inputs other than quote prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Inputs for assets or liabilities that are not based on observable market data.
The tax expense represents the sum of the tax currently payable and deferred tax.
Finance costs
Interest expenses are accrued with reference to the principal outstanding at the effective interest rate, and expenses as incurred.
Long term employment benefits
The manager loan notes and preferences shares issued on the acquisition have interest charged which are treated as remuneration cost to the employees of the Group. These obligations are measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period, using the effective interest rate method.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
The categorisation of fair value measurements between the different levels of the fair value hierarchy set out in IFRS 13 Fair Value Measurement depends on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement.
The three levels are:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2: Inputs other than quotes prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3: Inputs for assets and liabilities that are not based on observable market data.
The entity entered into a number of derivative assets contracts to manage the foreign exchange risk of the HSBC bank loan between the USD and GBP amounts. Derivative assets contracts for the purchase of USD are classified as Level 2 instruments. At the period end date the derivative asset contract was 285,348 (2022: £532,613 (see note 11).
The average monthly number of persons (including directors) employed by the company during the year was:
Their aggregate remuneration comprised:
During the current year, statutory directors of the company were remunerated through another group entity and as a result no direct remuneration was recognised in Project Panda Bidco Limited.
The remuneration cost above relates to the unwinding of notional interest attached to the manager loan notes which arose on the acquisition of the subsidiaries and is treated as remuneration.
The charge for the year can be reconciled to the loss per the income statement as follows:
Details of the company's subsidiaries at 31 December 2023 are as follows:
In February 2022, the entity purchased a derivative asset contract for £89,306. The derivative asset contract has been used to manage the foreign exchange risk of the HSBC bank loan between the USD and GBP amount. Hedge accounting is not applied as the technical requirements of IFRS 'Financial Instruments' are not met. Gains and losses on these derivatives are recorded in the entity's income statement within other gains and losses.
At the reporting date, a £247,265 loss (2022: £443,307 gain) was recognised in the profit and loss in relation to the derivate asset contract.
Derivative asset contracts for the purchase of USD dollars are classified as Level 2 instruments and are fair valued based on inputs which are observable for the derivatives but which are not quoted prices included within Level 1.
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.
On 3 September 2021, the following loans were drawn down:
HSBC bank loans were drawn down which consist of Term A, Term B and a revolving credit facility. On the 8 September 2021, both Terms A and B were part exchanged in US dollar loans.
The £600,000 and $2,771,800 Term A loans mature after 6 years and capital and interest payments are due every 6 months. The interest is calculated over a 3 month period at a rate of 4% over SONIA (GBP) and SOFR (USD).
The £2,400,000 and $11,087,200 Term B loans mature after 6 years with interest added to the outstanding balances every 3 months. The interest is calculated at a rate of 4.5% over SONIA (GBP) and SOFR (USD).
The £4,000,000 revolving credit facility was not utilised in the period, interest was charged at 1.4% for the facility for the current period. These facilities are secured by a fixed and floating charge over the assets of the company.
Both the term A and B loans are subject to a cashflow cover, adjusted leverage, minimum cash and minimum EBITDA covenant which are assessed on a quarterly basis. Due to current economic conditions impacting the life sciences sector it has been agreed with HSBC that the next cash flow covenant will be 31 March 2025 and the adjustment leverage covenant will be 31 December 2024.
Secured manager loan notes of £8,090,368 were drawn down to certain vendors as part of the consideration of Meet Group Limited, these loans are due for repayment in September 2027. The effective interest rate calculated is 4.6% per annum.
Secured investor loan notes were drawn down of £21,524,000 net of issue costs owed to North Edge Capital Fund III LP and North Edge Co Investment III LP. The loans are due for repayment in September 2027 with an effective rate of interest calculated at 8.4% (2022: 7.3%). The effective rate of interest was adjusted in the year to take into account a change in the expected life of the liability, therefore increasing the period over which the costs were to be spread. This facility is secured by North Edge Capital LLP and contain fixed and floating charges over the assets of the company.
All loans mature within 4 years of the year end date.
The ordinary shares have full voting, dividend and capital distribution rights, including on winding up.
Secured manager loan notes of £8,090,368 were drawn down to certain vendors as part of the consideration for the acquisition of Meet Group Limited and are due for repayment in September 2027. The effective interest calculated is 4.6% per annum. The closing balance at year-end is £9,407,220 (2022: £9,582,951).
Secured investor loan notes were drawn down for £21,524,000 net of issue costs owed to North Edge Capital Fund III LP and North Edge Co Investment III LP. The loans are due for repayment in September 2027 with an effective rate of interest calculated at 8.4% (2022: 7.3%). This facility is secured by North Edge Capital LP and contains fixed and floating charges over the assets of the company. The closing balance at year-end is £26,002,112 (2022: £23,630,017). NorthEdge Capital LLP is considered to be a related party given they are the majority shareholder and beneficiary owner of the Group.