24 April 2024
Tracsis
plc
('Tracsis', 'the Company' or 'the Group')
Unaudited Interim results
for the six months ended 31 January 2024
H1 performance in line with
expectations, with an H2 weighting for FY24 and
exciting growth of UK and US pipeline
Tracsis plc (LSE: TRCS), a leading
transport technology provider, is pleased
to announce its unaudited interim results for the six months ended
31 January 2024.
Financial Results (£'m)
|
H1 24
|
H1
23
|
|
Revenue
|
36.6
|
39.2
|
-6.7%
|
Adjusted EBITDA *
|
5.7
|
7.5
|
-24.0%
|
Adjusted EBITDA * %
|
15.5%
|
19.0%
|
-350bps
|
Cash **
|
16.8
|
17.0
|
|
Adjusted diluted earnings per share
*
|
10.3p
|
16.1p
|
-36.1%
|
|
|
|
|
Statutory Results
|
|
|
|
Operating (loss) / profit
|
(0.3)
|
2.4
|
-112.9%
|
(Loss) / profit before
tax
|
(0.3)
|
2.3
|
-111.9%
|
Basic (loss) / earnings per
share
|
(1.6p)
|
5.6p
|
-129.2%
|
Interim dividend per
share
|
1.1p
|
1.0p
|
+10%
|
Financial Highlights:
· Financial performance in line with expectations
o Rail Technology & Services recurring and repeat revenue
increased by 12% to £12.1m
o Growth in Data, Analytics, Consultancy & Events
Division
o Total revenue decreased by 7% driven primarily by the
non-repeat of H1 23 perpetual rail technology software licences as
anticipated
o FY24 revenue growth will be weighted towards H2 reflecting
milestone delivery timelines in the orderbook and SaaS transition
for new contract wins in North America
· Adjusted EBITDA* margin includes the impact of investments
made in the prior year; expected to return to historical levels
over the full year
· Healthy cash generation and strong debt-free balance sheet to
invest in further growth
· Statutory results include £1.3m of non-repeating exceptional
cash costs associated with Group transformation
· Continuation of progressive dividend policy. Interim dividend
of 1.1p per share (H1 2023: 1.0p)
Operational and Strategic Highlights:
· Significant pipeline growth of major software opportunities
in both UK and North American markets
o Following investment in sales teams, we estimate this has
more than doubled since 31 July 23
· Secured several new contracts that will generate revenue in
H2, including next phase of development work to expand
RailHub
· Further growth in Pay As You Go ("PAYG") smart
ticketing
o Deployments with Transport for Wales and
Merseyrail
o First deployment of PAYG mobile app platform ('Hopsta')
underway with a UK train operator
· Entry into a large US software market segment through the
launch of a new Computer Aided Dispatch product with Northern
Indiana Commuter Transportation District ("NICTD"), a commuter rail
customer, going live in May 2024
· Transformation of the Group's operating model proceeding to
plan, creating a scalable platform for accelerated
growth
Current Trading and Outlook:
· Encouraging start to H2 with high activity levels across both
Divisions, and further growth in the Rail Technology pipeline post
period end
·
Several Rail Technology opportunities are in the final stages of
procurement, particularly in North America and these are forecast
to deliver revenue in H2. The Board therefore expects FY24
performance to be in line with market expectations
· End
market drivers are strong and the Group is well positioned to
deliver future growth following a year of transformation
· Growing pipeline of M&A opportunities
Chris Barnes, Chief Executive Officer,
commented:
"The programme of actions to transform the Group's operating
model is progressing to plan and we are beginning to see the
benefit in the growth of our pipeline of major software
opportunities. Our financial performance for the period reflects
this period of transition, with further growth anticipated in H2
and beyond.
We have secured important new contract wins and made good
progress in growing rail technology software licence usage and
recurring revenue in the period. I am particularly encouraged by
the success we are achieving in North America, where we are soon to
go live with an important new dispatch product. Our team has done a
great job to deliver this, opening up a large new segment in this
market.
Digital transformation will continue to play a significant
role in the rail industry's transition to a data-driven,
customer-focused, safety-critical future and Tracsis' product
offering aligns well with this. We are confident in the Group's
growth prospects, underpinned by recent contract wins and a
fast-growing pipeline, and we continue to see significant long-term
tailwinds in both the UK and North America.
We therefore remain committed to our strategic growth and
investment plans and will continue to pursue both organic and
acquisitive growth supported by a strong balance
sheet."
* In addition to statutory
reporting, Tracsis plc reports alternative performance measures
("APMs") which are not defined or specified under the requirements
of International Financial Reporting Standards ("IFRS"). These
metrics adjust for certain items which impact upon IFRS measures,
to aid the user in understanding the activity taking place across
the Group's businesses. APMs are used by the Directors and
management for performance analysis, planning, reporting and
incentive purposes. A summary of APMs used and their closest
equivalent statutory measures is given in note
10.
** Cash and cash equivalents, and cash held in
escrow
Presentation and Overview videos
Tracsis is hosting an online
presentation open to all investors on Friday 26 April 2024 at
1.00pm UK time. Anyone wishing to connect should register
here: https://bit.ly/TRCS_H124_webinar
A video overview of the results
featuring CEO Chris Barnes and CFO Andy Kelly is available to view
here:
https://bit.ly/TRCS_H124
Tracsis plc
Chris Barnes, CEO
Andy Kelly, CFO
|
+44 (0)845 125 9162
|
Cavendish Capital Markets Ltd (Nominated Adviser & Joint
Corporate Broker)
Jonny Franklin-Adams / Giles Balleny
/ Charlie Beeson (Corporate Finance)
Andrew Burdis / Sunila de Silva
(Corporate Broking)
|
+44 (0)20 7220 0500
|
Berenberg (Joint Corporate Broker & Financial
Adviser)
Mark Whitmore / Richard Andrews /
Alix Mecklenburg-Solodkoff
|
+44 (0)20 3207 7800
|
Alma Strategic Communications David Ison / Rebecca Sanders-Hewett / Joe
Pederzolli
|
+44 (0)20 3405 0205
tracsis@almastrategic.com
|
The information communicated in
this announcement is inside information for the purposes of Article
7 of the Market Abuse Regulation (EU) No.
596/2014.
Management Overview
Introduction
The Group has made good progress
in the first half of the year in executing its strategy to create a
scalable platform for accelerated growth and to transition to a
broader SaaS operating model. Actions to transform the Group's
operating model are progressing at pace and to plan. The investment
made in the prior year to enhance our commercial and senior
leadership capabilities is delivering significant growth in the
pipeline of major software opportunities in both the UK and North
American markets. We have secured several new contract wins and the
Group remains well placed to deliver growth in the second half of
this financial year and beyond.
First half in
review
Our activities in the first half
of the year have been focused around five key areas, as summarised
below. This is followed by a table updating on progress against our
strategy and a comprehensive divisional breakdown of trading
progress and prospects:
1. New contract wins and continued progress in
delivering orderbook to drive organic growth
Further growth in recurring
revenue: Recurring and repeat revenue in
the Rail Technology & Services Division for the first half
increased by 12% to £12.1m, driven by new contract wins and the
deployment of contracts won in previous years.
Continued growth in smart
ticketing: The two new Pay As You Go
("PAYG") contracts with UK train operators that were announced with
the full year 2023 results have been fully deployed. The deployment
with Transport for Wales ("TfW") is the first EMV (contactless
bankcard) deployment of this versatile solution on the UK's rail
network outside of Transport for London. The second deployment is a
smartcard system with Merseyrail. During the period we have been
awarded a new multi-year delay repay deployment that is being
contracted and will go live later in 2024.
First pilot deployment of 'Hopsta'
is underway: The first pilot deployment of
our unique PAYG mobile app platform 'Hopsta' has started with a UK
train operator. This contract was secured during the period. Under
the pilot, this technology will be in the hands of consumers during
Q4 of this financial year. We have a second contract for a pilot
deployment with another UK operator, as was announced with the full
year 2023 results. This is still awaiting approval of a contract
start date.
The next phase of RailHub
development has started: In the UK we have
contracted the next significant funded phase of development work to
expand the functionality of the RailHub safety and risk management
platform. Work to deliver this has started in the second half of
this financial year, with go-live expected in early
2026.
Work continues on implementing
three TRACS Enterprise deployments: These
are due to go fully live starting from FY25.
Remote Condition Monitoring
activity levels remain high: Revenue for
the first half of the year was close to the record levels delivered
during H1 23. Post period end we have started to receive orders
funded from Network Rail's new UK Control Period that started on 1
April 2024.
Investing in 'next generation'
technology: We are investing in technology
where we see opportunities to accelerate further growth in our
markets. During H1 24 this included further development of the
Hopsta smart ticketing mobile app platform that is now in pilot
deployment.
2. Significant and ongoing pipeline growth in UK and
North American rail markets
Investment to enhance our
commercial teams is delivering significant pipeline
growth: During FY23 we invested to build
out and upskill our commercial teams in the UK and North American
rail markets. The H1 24 EBITDA* performance includes the cost of
this investment, which is already delivering significant growth in
the pipeline of major software opportunities. We estimate that in
both markets, this pipeline has more than doubled in the six months
to 31 January 2024, and has continued to grow post period
end.
North American software deployment
will open up a new, large market segment:
The first implementation of a new Computer Aided Dispatch system is
due to go live with Northern Indiana Commuter Transportation
District ("NICTD"), a US commuter rail customer, in May 2024. The
successful delivery of this system will open a large new product
segment opportunity for Tracsis in North America where the industry
is actively looking for new participants.
Unique market position in North
America: Tracsis operates as a mid-market
participant in the North American rail market with a differentiated
range of products and services supported by a track record of
delivery and a strong balance sheet. Feedback from train operators
and ports/industrials owners emphasises the need for new market
entrants to challenge incumbent suppliers and introduce innovative
digital solutions for immediate efficiency and operational
benefits.
End market drivers remain
strong: Digital transformation remains
integral to the rail industry's future: The delivery of a
data-driven, customer-focused and safety-critical rail industry
will remain a core priority in the UK and overseas. Tracsis' range
of products and services are aligned with these end market drivers,
enabling customers to enhance efficiency, productivity, performance
and safety in mission-critical activities. As we have previously
stated, external factors including the ongoing industrial action in
the UK, delays to the implementation of Great British Railways, and
potential government changes in the UK and US may have some
near-term effect on procurement and delivery timelines, however
they are not anticipated to adversely affect future growth. We
continue to see significant long-term tailwinds in both the UK and
North American rail markets.
3. High activity levels in Data, Analytics, Consultancy
& Events
Record revenue in Traffic Data
& Events: H1 revenue increased by 16%
to £12.9m. The strong performance reflects Events remaining in high
demand, supplemented by high activity levels in Traffic Data
including survey work to support large UK transport infrastructure
projects. The Events business has secured renewals with several of
its largest customers, including the multi-year renewal of a large
fixed-venue Events management contract at an increased
value.
Launched Tracsis Geo
Intelligence: Targeting the deployment of
our earth observation technology offering into the UK and North
America rail markets, which are facing increasingly complex rail
infrastructure challenges from the impact of climate change and
severe weather events. In combination with the unique data sets
that Tracsis' rail technology solutions generate or process, and
our existing data analytics and GIS capabilities, we are well
placed to deliver integrated solutions that can provide additional
insight and capabilities to our customers in areas such as network
performance, climate resilience and scenario planning.
4. Further progress in transforming the Group operating
model
Transformation activities are
progressing to plan: As previously
announced, during FY24 the Group is delivering a programme of
one-off actions to transform its operating model and to accelerate
its future growth trajectory. These actions are progressing to plan
and will be substantially completed during FY24. During the six
months to 31 January 2024 we have incurred £1.3m of non-repeat cash
costs to deliver the actions summarised below. We expect to incur
c£1m further non-repeat costs during the second half of this
financial year related to these actions.
Optimising our organisational
structure: During FY23 we implemented a
new organisational structure based around common operating models.
Alongside this, we invested in expanding and upskilling both our
SaaS delivery capabilities and our UK and North American commercial
teams. During FY24 we are taking a series of actions to reduce
headcount where certain roles are duplicated or no longer required
in the new organisational structure. This process is ongoing and is
expected to be completed by 31 July 2024. Cost savings from these
actions will be largely re-invested in further strengthening our
core operational, commercial and management
capabilities.
Integrating the Rail Technology UK
business: During the period the component
businesses of the Rail Technology UK segment have been fully
integrated under a single senior leadership team. As part of the
ongoing process to further strengthen our capabilities referenced
above, this has included recruiting a Chief Technology Officer to
oversee all aspects of product development and architecture across
the rail technology portfolio.
Enhanced IT and software product
operating model: We are establishing a
fully consistent group-wide approach to how we develop and deliver
enterprise software solutions based on industry best practice. This
will enhance the resilience of our operations and improve the
timeliness, quality and repeatability of delivery. Alongside this
we are implementing a single group-wide IT support
service.
Upgrading operating systems and
processes: The implementation of a single
group-wide IT operating environment is ongoing. This will enhance
the efficiency of our operations and deliver improved management
information, as well as facilitating collaboration across the
Group. This includes implementing a new group-wide finance system
that will go live during summer 2024.
Streamlining our
footprint: We have consolidated locations
and closed two operating sites during H1 as the first stage of
streamlining our operating footprint. Further locations are under
review as we fully align this with the Group's new organisational
structure. During the period we have started work to reduce our
legal entity footprint.
Continued commitment to
sustainability: The group-wide
implementation of ISO14001 (environmental management) was completed
in the period to support the delivery of our carbon neutral 2030
objective. Post period end a group-wide carbon reduction plan
aligned to delivering this objective has been agreed.
5. Pursuit of M&A as a core component of our growth
strategy
Growing pipeline of M&A
opportunities: We continue to actively
pursue M&A to supplement organic growth, with
a focus on extending our software and technology
footprint and enhancing recurring revenue growth. We have a growing
pipeline of opportunities in the UK, North America and targeted
overseas markets that are being evaluated in line with our
disciplined criteria.
Progress on Delivering our
Strategy
Tracsis' purpose is to empower the
world to move freely, safely and sustainably. Our business model
remains focused on specialist product offerings that have high
barriers to entry, are sold on a recurring basis under contract,
and to a retained customer base that is largely blue chip in
nature. Our strategy to achieve this is focused on four areas as
outlined below.
We have made good progress in
executing this growth strategy during the period, which leaves the
Group well positioned to deliver further growth. Key progress
against the objectives for each of our four strategic priorities is
summarised in the table below:
Drive Organic Growth
Delivery of our pipeline, increasing annual recurring
software revenue, continual innovation of products and services,
high quality delivery and an excellent close working relationship
with our customers
|
Focus for FY 24
|
Progress since 31 July 2023
|
·
Delivery of orderbook of rail technology
contracts
|
·
Two further deployments of Pay As You Go (PAYG)
smart ticketing technology completed with UK TOCs
·
Secured next significant phase of development
work to expand the RailHub safety and risk management
platform
·
Work continues on three full deployments of TRACS
Enterprise solution
·
New multi-year delay repay deployment due to go
live in second half of 2024.
|
·
Grow pipeline of rail technology opportunities in
UK and North America
|
·
Addressable pipeline of major software
opportunities has more than doubled since 31 July 2023 across UK
and North American rail technology markets
|
·
Leverage our unique position in North America to
accelerate growth in this market
|
·
Large software licence deployment for a new
Computer Aided Dispatch product in the North American transit
market goes live in May 2024
|
·
Continue to improve the quality, timeliness, and
repeatability of future product delivery
|
·
Continued to enhance capabilities including
recruitment of Rail Technology UK CTO and launch of group-wide IT
support team
|
Expand Addressable Markets
Selling our products and services into new markets, including
overseas, and expansion into selected sectors that share problems
with the industries we currently serve
|
Focus for FY 24
|
Progress since 31 July 2023
|
·
Continue to execute organic growth strategy in UK
and North America
|
·
12% increase in Rail Technology & Services
recurring and repeat revenue
·
Completed targeted investment in sales team
expansion in North America and UK to accelerate pipeline
growth
·
First pilot deployment of PAYG mobile app platform
('Hopsta') underway
|
·
Utilise data analytics, GIS and Earth Observation
capabilities to deliver additional insight to our customers across
the transportation sector
|
·
Launched Tracsis Geo Intelligence, targeting the
deployment of our earth observation technology offering into the UK
and North American rail markets
|
·
Disciplined capital allocation for investment in
software and technology products
|
·
Invested to complete Hopsta development ahead of
first pilot deployment
·
Growing pipeline of further R&D opportunities
being evaluated
|
Implementing 'OneTracsis'
Enhanced integration and collaboration across the Group,
increasing management capability and bandwidth, and improving our
systems and processes, as key foundations to deliver our growth
strategy
|
Focus for FY 24
|
Progress since 31 July 2023
|
·
Transformation of the Group operating
model
|
·
Transformation activities progressing to
plan
·
Headcount reductions where roles duplicated or no
longer required
·
Rail Technology UK fully integrated under a
common management team
·
Closed two operating locations as first stage in
streamlining our operating footprint; further rationalisation
planned for H2
·
Work has started to streamline legal entity
footprint
|
·
Alignment of group-wide systems and processes
built around 'OneTracsis'
|
·
Implemented new system to support group-wide IT
support services model
·
Finance systems upgrade progressing to plan and on
target for go live during H2
|
·
Continue to execute people strategy
|
·
Further strengthened our core capabilities with
targeted recruitment for senior technology and commercial
roles
·
Continued to deliver development programmes for
manager and senior leaders, with a focus on high performing
teams
|
·
Continue to execute sustainability strategy
aligned with our 2030 carbon neutral ambition
|
·
Group-wide ISO14001 (environmental management)
implementation completed
·
Carbon reduction plan being implemented
|
Enhance Growth Through Acquisition
Supplementing organic growth with value accretive
acquisitions that meet our disciplined investment criteria,
supported by healthy cash generation and a strong balance
sheet
|
Focus for FY 24
|
Progress since 31 July 2023
|
·
Active pursuit of M&A to extend technology
and data analytics footprint
|
·
Significant growth in M&A pipeline, focused
on UK, North America and targeted overseas markets
·
Several targets are being evaluated
|
Trading Progress and
Prospects
Rail Technology & Services
Summary segment
results:
Revenue
£16.5m
(H1 2023:
£19.8m)
Adjusted
EBITDA*
£3.4m
(H1 2023:
£5.5m)
Profit before
Tax
£0.1m
(H1 2023: £2.5m)
Activity levels in our Rail
Technology & Services Division remain high. We have delivered
further growth in rail technology software usage, have made good
progress in delivering our orderbook, and have secured new contract
wins that will deliver organic growth going forward.
First half revenue was £3.3m lower
than the prior period including the non-repeat of c£2m of perpetual
licence revenue in H1 23, as we continue to transition to an
increasingly SaaS-focused model for new contract wins. In addition
there were lower levels of contract delivery revenue in North
America, reflecting the timing of milestone delivery in the
orderbook.
We have continued to deliver
growth in recurring and repeat revenue as a result of new contract
wins and the deployment of contracts won in previous years. This
increased by 12% to £12.1m in the first half.
Adjusted EBITDA* decreased by £2.1m
to £3.4m. In addition to the lower revenue, this includes c£0.7m of
incremental investment made in the second half of the prior year to
expand and upskill our SaaS delivery capabilities and the
commercial teams in both the UK and North America. This investment
has delivered significant growth in the pipeline of major software
opportunities. We estimate this has more than doubled in both the
UK and North American rail markets during the period, and continues
to grow.
Alongside an existing orderbook of
rail technology contracts, this leaves the Division well placed to
return to growth.
Rail Technology UK
Total revenues from the Group's
Rail Technology UK business of £14.3m were at a similar level to
the prior period (H1 23: £14.5m), with the non-repeat of £0.8m
point in time revenue from software licence deployments in H1 23
offset by underlying growth in recurring software licence revenue
across the rail operations & planning product suite.
This was driven by new contract
wins and orderbook delivery, including expanding our TRACS
Enterprise product suite to support the optimisation of station
rostering, which is a further extension of our operational
performance capabilities. Work continues on the three full
deployments of the TRACS Enterprise solution that are in the
orderbook that are due to go fully live from FY25. Delivery
timelines in this sector are typically determined in partnership
with our customers based around combined resource availability. We
continue to see a good pipeline of opportunities for this
product.
We have made further progress in
growing usage of our Pay As You Go ("PAYG") smart ticketing
solution. This technology is well aligned with passenger
requirements and with the UK Government's strategic intent to
deliver increased PAYG, multi-modal ticketing. The two new PAYG
contracts with UK train operators that were announced with the full
year 2023 results have been fully implemented and are now live. The
deployment with Transport for Wales ("TfW") is the first EMV
(contactless bankcard) deployment of this versatile solution on the
UK's rail network outside of Transport for London. This will be
integrated with our delay repay product to provide an automated,
frictionless experience for the customer. TfW intends to ultimately
extend this offering to deliver a multi-modal PAYG solution
including bus. The second deployment is a smartcard system with
Merseyrail that was delivered in March 2024.
We have continued to invest in the
deployment of a mobile app platform ('Hopsta') that puts this smart
ticketing technology directly in the hands of the consumer and
avoids the requirement for expensive gateline infrastructure in
stations. The first pilot deployment of this unique solution has
started with a UK train operator; this contract was secured during
the period. Under this pilot, this technology will be available for
customer use for travel during Q4 of this financial year. We have a
second contract for a pilot deployment with another UK operator, as
was announced with the full year 2023 results. This is still
awaiting approval of a contract start date. We continue to see high
levels of interest in our smart ticketing product across ITSO
smartcard, EMV and barcode solutions.
During the period we have been
awarded a new multi-year delay repay deployment. This is being
contracted and will go live later in 2024.
Having completed the roll-out of
the RailHub safety and risk management platform across Network Rail
and its supply chain in the prior year, we have now been contracted
to deliver the next significant funded phase of development work to
add further functionality to this platform. Work to deliver this
has started in the second half of this financial year.
Remote Condition Monitoring
volumes remain high, and H1 24 revenue was close to the record
level delivered in the prior period. Performance in this product
area is linked to the investment cycle trend of its UK customer
base which consists of 5 year 'Control Periods'. There was some
softening of demand towards the end of Control Period 6 which ran
to 31 March 2024. Funding for Control Period 7 has been confirmed
and we are already receiving orders funded from this
budget.
Rail Technology North America
Revenue of £2.2m was £3.0m lower
than the prior period (H1 2023: £5.2m). This is attributable to two
main factors. During H1 23 we delivered a £1.2m perpetual software
licence deployment that was not repeated in the period. In
addition, in the prior year we delivered £1.8m increased revenue
from contract milestones based on delivery timelines in the
orderbook. We expect this business to return to growth in the
second half of this financial year, supported by new contract wins
and a large and growing pipeline.
Our strategic focus in North
America is on growing and converting the pipeline of large software
opportunities, and on increasingly transitioning from a perpetual
licence model to SaaS for new contract wins. Having invested in
enhancing our sales team in this market during the prior year, we
have seen significant growth in the opportunity pipeline during the
first half. There will likely be more volatility in the phasing of
revenue growth in this market as we procure these opportunities and
transition to a SaaS model.
Operational activity in the first
half was focused on delivering the full roll-out of the new
Computer Aided Dispatch product (PTC BOS[1]) with Northern Indiana Commuter
Transportation District ("NICTD"), a US commuter rail customer.
Timelines for this are determined in partnership with the
customer's operational requirements and regulatory approval, and it
is expected to be completed in May 2024. This deployment with NICTD
represents the completion of a large project that was in the
orderbook when Tracsis acquired the business in 2022. The
successful delivery of this system will result in increased
recurring revenues, and will open a large new product segment
opportunity for Tracsis in North America where the industry is
actively looking for new participants. There is a large and growing
pipeline of future deployment opportunities for this
product.
We continue to see strong demand
for our Yard Automation product offering in North America. Post
period end we have secured a number of new contracts that will
deliver revenue in the second half of this financial year. There is
a pipeline of further opportunities that are in the final stages of
procurement that are also expected to deliver FY24
revenue.
Data, Analytics, Consultancy & Events
Summary segment
results:
Revenue
£20.1m
(H1 2023:
£19.5m)
Adjusted
EBITDA*
£2.2m
(H1 2023:
£1.9m)
Profit before
Tax
£0.9m
(H1 2023:
£0.5m)
Activity levels across the Data,
Analytics, Consultancy & Events Division were high, including
record revenue from the Traffic Data & Events business. This
more than offset the anticipated non-repeat of c£1.5m Professional
Services revenue, resulting in revenue growth of 3% to £20.1m.
Adjusted EBITDA* increased by £0.3m to £2.2m. Profit before Tax
increased by £0.4m to £0.9m.
During the period we launched
Tracsis Geo Intelligence which is targeting the deployment of our
earth observation technology offering into the UK and North America
rail markets. In combination with the unique data sets that
Tracsis' rail technology solutions generate or process, and our
existing data analytics and GIS capabilities, we are well placed to
deliver integrated solutions that can provide additional insight
and capabilities to our customers in areas such as network
performance, climate resilience and scenario planning.
The Data, Analytics, Consultancy
& Events Division delivered record revenue in FY23, including
the benefit from certain revenue items that will not repeat in
FY24. This includes certain events and sporting fixtures that are
not scheduled to re-occur in the second half of the financial year.
We expect the Division overall to deliver a financial performance
at a similar level to FY23, with underlying growth elsewhere
offsetting this non-repeat revenue.
Professional Services
Total revenue across our Data
Analytics/GIS and Transport Insights businesses decreased by 14% to
£7.2m (H1 2023: £8.3m). This was principally driven by the
non-repeat of certain revenue items in Data Analytics/GIS as
expected. This was offset by cost mitigations and there was no
material decrease in adjusted EBITDA* associated with this. Our
Transport Insights business delivered a similar level of revenue to
the prior period. There has been some decrease in activity as
Control Period 6 has come to an end, however demand for our travel
survey services remains strong.
Traffic Data & Events
Revenue increased by 16% to £12.9m
(H1 2023: £11.1m) with Events remaining in high demand,
supplemented by high activity levels in Traffic Data including
survey work to support large UK transport infrastructure projects.
The Events business has secured renewals with several of its
largest customers, including the renewal of a large multi-year
fixed-venue Events management contract at an increased
value.
Financial
Summary
The Group's financial performance
in the period was consistent with expectations.
Trading Performance
H1 revenue of £36.6m was £2.6m
(7%) lower than the prior period (H1 2023: £39.2m). This
principally reflects the strong comparable period which included
certain non-repeat software licence deployments, as well as the
phasing of milestone delivery timelines in the orderbook of rail
technology contracts. FY24 revenue growth for the Group will
therefore be H2 weighted, as was previously announced.
These one-off revenue items were
mainly in the Rail Technology and Services Division, where total
revenue was £3.3m (17%) lower than the prior period. This was
mainly in North America, where the focus of activities during the
period has been on delivering the first implementation of a new
Computer Aided Dispatch product with a US commuter rail customer.
Revenue in the Rail Technology UK business was at a similar level
to the prior period despite the non-repeat of a large software
licence deployment in this market. We remain focused on
transitioning to an increasingly SaaS-focused model over time in
both markets. Recurring and repeat revenue in the Rail Technology
and Services Division increased by 12% to £12.1m.
Revenue in the Data, Analytics,
Consultancy & Events Division increased by £0.6m (3%) and
includes continued high activity levels in the Traffic Data &
Events business.
Adjusted EBITDA* of £5.7m was
£1.8m (24%) lower than the prior period (H1 2023: £7.5m). This
principally reflects the lower level of high margin rail technology
revenue described above. H1 24 also includes c£0.8m of incremental
investment made in the second half of the prior year to enhance the
Group's senior leadership capabilities and to accelerate the growth
of the Group's pipeline of large multi-year
opportunities.
Transformation Costs
As previously announced, during
FY24 the Group is delivering a programme of actions to transform
its operating model. These actions will establish a consistent and
scalable approach to how the Group develops and delivers enterprise
software solutions based around industry best practice, as well as
ensuring that its operating systems, processes and footprint are
aligned with this operating model. These changes will improve the
timeliness, quality and repeatability of delivery, which will
enable the Group to accelerate its future growth trajectory. In the
period to 31 January 2024 we have incurred £1.3m of non-repeat cash
costs in order to deliver this transformation. These are primarily
related to headcount reductions where roles are duplicated or no
longer required, IT transformation costs to embed industry best
practice and remediate any identified historic non-conformance, and
third party costs to support the upgrade of the Group's operating
systems and processes. These costs have been reported as
exceptional items so the underlying year on year trading
performance of the Group can be more clearly understood. We expect
these actions to be completed during the FY24 financial year, with
c£1m of further non-repeat cash costs to be incurred during H2
24.
Statutory Profit
H1 overall delivered a loss before
tax of £0.3m (H1 2023: £2.3m profit). In addition to the £1.8m
decrease in adjusted EBITDA* described above, this reflects the
following items:
· £1.3m
non-recurring exceptional cash costs relating to the transformation
of the Group's operating model, as described above (H1 2023: £0.5m
non-cash costs relating to increases in the fair value of
contingent consideration in accordance with IFRS accounting
standards);
· £1.1m
depreciation charge, £2.8m amortisation of intangible assets, and
£0.7m share based payment charges, all at similar levels to the
prior period; and
· <£0.1m net finance income (H1 2023: £0.1m
expense)
Cash Generation
The Group continues to have
significant levels of cash and remains debt free. Cash generation
remains healthy.
At 31 January 2024 the Group's
cash balances were £16.8m, which is a similar level to the prior
period (H1 2023: £17.0m including cash held in escrow) after £9.9m
of cash outflows in the twelve months since 31 January 2023 on
contingent and deferred consideration and on exceptional operating
items related to the transformation of the Group's operating model.
The Group is historically more cash generative in the second half
of the year, reflecting the timing of licence renewals and the
seasonality of certain parts of the Group.
Free cash flow+
increased to £1.2m (H1 2023: £0.7m), despite the £1.8m decrease in
adjusted EBITDA* described above. This reflects the following
items:
· A net
£0.3m increase in working capital (H1 2023: £4.7m increase)
including the unwind of the large trade receivables balance at 31
July 2023;
· Net
capital expenditure increased to £0.9m (H1 2023: £0.3m) which
principally reflects investment in IT assets as part of
implementing a new group-wide IT operating environment, and the
replacement cycle of our vehicle fleet including further investment
in electric vehicles;
· Net
lease liability payments of £0.5m were £0.2m lower than the prior
period (H1 2023: £0.7m) including the initial benefit from
rationalising our operating footprint;
· Capitalised development costs of £0.2m (H1 2023: £nil) relate
to the Hopsta smart ticketing mobile app platform for our PAYG
smart ticketing technology and other new product development in the
UK and North America;
· £1.3m
cash outflows on exceptional items (H1 2023: £nil). These costs
relate to the programme of transformation activities being
undertaken during FY24, as described above. They are non-recurring
in nature;
· Tax
paid of £1.3m was at a similar level to the prior period (H1 2023:
£1.2m) and includes payments on account based on the Group's
expected financial performance in the second half of the year;
and
· Cash
inflows from net interest received, proceeds from the exercise of
share options, and the profit or loss on disposal of property,
plant and equipment were not material and were overall at a similar
level to the prior period.
Free Cash Flow+
|
Unaudited
Six months
|
Unaudited
Six
months
|
Audited
Year
|
|
Ended
|
Ended
|
Ended
|
|
31 January
|
31
January
|
31
July
|
|
2024
|
2023
|
2023
|
|
£'m
|
£'m
|
£'m
|
Adjusted EBITDA *
|
5.7
|
7.5
|
16.0
|
Changes in working
capital
|
(0.3)
|
(4.7)
|
(2.7)
|
Purchase of plant and equipment
(net of proceeds from disposal)
|
(0.9)
|
(0.3)
|
(1.5)
|
Lease liability payments (net of
lease receivable receipts)
|
(0.5)
|
(0.7)
|
(1.5)
|
Capitalised development
costs
|
(0.2)
|
-
|
(0.3)
|
Cash outflows on exceptional
items
|
(1.3)
|
-
|
-
|
Tax paid
|
(1.3)
|
(1.2)
|
(2.1)
|
Other(1)
|
-
|
0.1
|
0.1
|
Free Cash Flow+
|
1.2
|
0.7
|
8.0
|
|
|
|
|
+ Net cash flow from operating activities after purchase of
property, plant and equipment, proceeds from disposal of property,
plant and equipment, proceeds from exercise of share options, lease
liability payments, lease liability receipts and capitalised
development costs, and before payment of contingent
consideration
(1) Includes net interest received or paid, profit on disposal of
plant & equipment, and proceeds from exercise of share
options
All material earn-outs were
completed in the previous financial year, and there was no cash
outflow in the six months to January 2024 relating to contingent
consideration on previous acquisitions (H1 2023: £1.0m). At 31
January 2024 the total balance of contingent and deferred
consideration payable was £0.46m, of which £0.3m was paid in
February 2024 relating to the final tranche of deferred
consideration for the 2021 acquisition of Flash Forward
Consulting.
There was a favourable impact from
foreign exchange of £0.2m (H1 2023: £0.1m) resulting in an increase
in total cash balances of £1.4m (H1 2023: £0.2m
decrease).
Dividend
The Board has declared an interim
dividend of 1.1 pence per share which will be paid on 24 May 2024
to shareholders on the register at 10 May 2024. A final dividend of
1.2 pence per share was paid on 9 February 2024 in respect of
the year ended 31 July 2023. The Board intends to pursue a
sustainable and progressive dividend policy in the future, having
regard to the development of the Group.
Board
Ross Paterson was appointed to the
Board as a Non-Executive Director on 2 April 2024. Liz Richards
will step down from the Board on 30 June 2024. Ross will succeed
Liz as Chair of the Audit Committee on this date.
Summary and
Outlook
Activity in the first half of the
year has been focused on delivering the orderbook, growing the
pipeline of major software opportunities, and executing the
programme of actions to transform the Group's operating model. We
have made good progress in all areas and the Group is well placed
to deliver growth in the second half of this financial year and
beyond.
Our end market drivers are strong.
In the UK and North America we see significant long-term tailwinds
as the industry looks to modernise and adopt digital solutions. A
change of government in either geography is not expected to impact
these growth drivers. We remain confident that Tracsis is well
placed to capitalise on these changes and we have a rapidly growing
pipeline of organic and inorganic opportunities to help drive
market share and expand our footprint in these markets. Our
products and services deliver digital transformation that enables
our customers to deliver mission-critical activities with increased
efficiency, enhanced performance, higher productivity, and improved
safety. In combination with the unique data sets that Tracsis'
technology solutions generate or process, and our capabilities in
data analytics, GIS and earth observation, we are uniquely
positioned to deliver increasingly integrated solutions that
deliver enhanced insight and capabilities for our
customers.
The Group has a clear growth
strategy and has a strong balance sheet to support its delivery. We
continue to actively pursue M&A opportunities, with a focus on
extending our software and technology footprint and enhancing
recurring revenue growth. We continue to evaluate a growing
pipeline of opportunities in line with our disciplined
approach.
We have entered the second half of
the year with confidence in the strength of our financial position
and in the growth opportunities for the Group. Though external
factors mean there remains some near-term uncertainty around
procurement and delivery timelines, there has been an encouraging
start to Q3 trading and activity levels are high across the
business. Post period end we have secured a number of new contract
wins with delivery milestones in the second half of this financial
year. There is a good pipeline of opportunities in the final stages
of procurement that are also expected to deliver revenue in FY24,
primarily in North America.
The Board's expectations for the
year to 31 July 2024 remain unchanged.
Jill Easterbrook
Non-Executive Chair
|
Chris Barnes
Chief Executive Officer
|
24 April 2024
|
|
Tracsis plc - Condensed consolidated interim statement of
comprehensive income for the six months ended 31 January
2024
|
|
Unaudited
six months ended 31 January
2024
|
Unaudited
six
months ended 31 January 2023
|
Audited
Year
ended 31 July 2023
|
|
Notes
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
Revenue
|
3
|
36,582
|
39,213
|
82,023
|
|
|
|
|
|
Cost of sales
|
|
(14,520)
|
(14,511)
|
(32,072)
|
|
|
|
|
|
Gross profit
|
|
22,062
|
24,702
|
49,951
|
|
|
|
|
|
Administrative costs
|
|
(22,370)
|
(22,322)
|
(42,696)
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA 1
|
3,
10
|
5,674
|
7,464
|
15,952
|
Depreciation
|
|
(1,144)
|
(1,066)
|
(2,110)
|
Amortisation of intangible
assets
|
|
(2,802)
|
(2,808)
|
(5,599)
|
Other operating income
|
|
-
|
-
|
350
|
Share-based payment
charges
|
|
(740)
|
(666)
|
(1,248)
|
|
|
|
|
|
Operating profit before exceptional items
|
|
988
|
2,924
|
7,345
|
Exceptional items
|
4
|
(1,296)
|
(544)
|
(90)
|
|
|
|
|
|
Operating (loss) / profit
|
|
(308)
|
2,380
|
7,255
|
Net finance income /
(expense)
|
5
|
40
|
(124)
|
(119)
|
|
|
|
|
|
(Loss) / profit before tax
|
|
(268)
|
2,256
|
7,136
|
Taxation
|
|
(220)
|
(615)
|
(329)
|
(Loss) / profit after tax
|
|
(488)
|
1,641
|
6,807
|
|
|
|
|
|
Other comprehensive income / (expense)
|
|
|
|
|
Items that are or may be reclassified subsequently to profit
or loss:
|
|
|
|
Foreign currency translation
differences
|
|
194
|
507
|
(205)
|
Total comprehensive (expense) / income for the
period
|
|
(294)
|
2,148
|
6,602
|
Earnings per ordinary share
|
|
|
|
|
Basic
|
6
|
(1.62p)
|
5.55p
|
22.81p
|
Diluted
|
6
|
(1.62p)
|
5.41p
|
22.30p
|
1 Earnings before net finance income / expense, tax,
depreciation, amortisation, exceptional items, other operating
income, share-based payment charges and share of result of
equity-accounted investees - see note 10.
Tracsis plc - Condensed consolidated interim balance sheet as
at 31 January 2024
|
|
Unaudited At 31 January
2024
|
Unaudited
At 31 January 2023 Remeasured*
|
Audited
At 31 July 2023
|
|
Notes
|
£'000
|
£'000
|
£'000
|
Non-current assets
|
|
|
|
|
Property, plant and
equipment
|
|
5,104
|
4,585
|
4,789
|
Intangible assets
|
|
55,242
|
60,779
|
57,694
|
Deferred tax assets
|
|
666
|
503
|
650
|
|
|
61,012
|
65,867
|
63,133
|
Current assets
|
|
|
|
|
Inventories
|
|
1,461
|
1,234
|
1,465
|
Trade and other
receivables
|
|
13,605
|
17,874
|
20,371
|
Current tax receivables
|
|
1,609
|
-
|
628
|
Cash held in escrow
|
|
-
|
2,191
|
-
|
Cash and cash
equivalents
|
|
16,755
|
14,800
|
15,307
|
|
|
33,430
|
36,099
|
37,771
|
Total assets
|
|
94,442
|
101,966
|
100,904
|
Non-current liabilities
|
|
|
|
|
Lease liabilities
|
|
794
|
1,235
|
953
|
Contingent consideration
payable
|
11
|
145
|
790
|
139
|
Deferred consideration
payable
|
11
|
-
|
303
|
-
|
Deferred tax liabilities
|
|
6,909
|
7,875
|
7,161
|
|
|
7,848
|
10,203
|
8,253
|
Current liabilities
|
|
|
|
|
Lease liabilities
|
|
1,435
|
1,316
|
1,137
|
Trade and other payables
|
|
16,856
|
18,645
|
23,435
|
Contingent consideration
payable
|
11
|
-
|
8,150
|
-
|
Deferred consideration
payable
|
11
|
314
|
314
|
308
|
Current tax liabilities
|
|
126
|
-
|
-
|
|
|
18,731
|
28,425
|
24,880
|
Total liabilities
|
|
26,579
|
38,628
|
33,133
|
Net assets
|
|
67,863
|
63,338
|
67,771
|
Equity attributable to equity holders of the
Company
|
|
|
|
|
Called up share capital
|
|
128
|
119
|
120
|
Share premium reserve
|
|
6,535
|
6,511
|
6,535
|
Merger reserve
|
|
6,161
|
6,161
|
6,161
|
Retained earnings
|
|
54,765
|
49,755
|
54,875
|
Translation reserve
|
|
324
|
842
|
130
|
Fair value reserve
|
|
(50)
|
(50)
|
(50)
|
Total equity
|
|
67,863
|
63,338
|
67,771
|
* As described in the Group's Annual
Report for the year ended 31 July 2023, the comparative balance
sheet at 31 January 2023 has been amended following the
re-measurement of deferred tax liabilities on intangible assets
recognised in the Group's March 2022 acquisition of Railcomm with a
corresponding adjustment to goodwill arising on the acquisition.
This has had the effect of reducing intangible assets and deferred
tax liabilities by £2,292,000 at 31 January 2023; there was no
impact on net assets.
Tracsis plc - Consolidated interim statement of changes in
equity for the six months ended 31 January 2024
Unaudited
|
Share
Capital
|
Share
Premium
|
Merger
Reserve
|
Retained
Earnings
|
Translation
Reserve
|
Fair Value
Reserve
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
At 1 August 2022
|
119
|
6,436
|
6,161
|
47,448
|
335
|
(50)
|
60,449
|
Profit for the period
|
-
|
-
|
-
|
1,641
|
-
|
-
|
1,641
|
Other comprehensive
income
|
-
|
-
|
-
|
-
|
507
|
-
|
507
|
Total comprehensive
income
|
-
|
-
|
-
|
1,641
|
507
|
-
|
2,148
|
Transactions with
owners:
|
|
|
|
|
|
|
|
Share-based payment
charges
|
-
|
-
|
-
|
666
|
-
|
-
|
666
|
Exercise of share
options
|
-
|
75
|
-
|
-
|
-
|
-
|
75
|
At 31 January 2023
|
119
|
6,511
|
6,161
|
49,755
|
842
|
(50)
|
63,338
|
|
|
|
|
|
|
|
|
At 1 February 2023
|
119
|
6,511
|
6,161
|
49,755
|
842
|
(50)
|
63,338
|
Profit for the period
|
-
|
-
|
-
|
5,166
|
-
|
-
|
5,166
|
Other comprehensive
income
|
-
|
-
|
-
|
-
|
(712)
|
-
|
(712)
|
Total comprehensive
income
|
-
|
-
|
-
|
5,166
|
(712)
|
-
|
4,454
|
Transactions with
owners:
|
|
|
|
|
|
|
|
Dividends
|
-
|
-
|
-
|
(628)
|
-
|
-
|
(628)
|
Share-based payment
charges
|
-
|
-
|
-
|
582
|
-
|
-
|
582
|
Exercise of share
options
|
1
|
24
|
-
|
-
|
-
|
-
|
25
|
At 31 July 2023
|
120
|
6,535
|
6,161
|
54,875
|
130
|
(50)
|
67,771
|
|
|
|
|
|
|
|
|
At
1 August 2023
|
120
|
6,535
|
6,161
|
54,875
|
130
|
(50)
|
67,771
|
Loss for the period
|
-
|
-
|
-
|
(488)
|
-
|
-
|
(488)
|
Other comprehensive
expense
|
-
|
-
|
-
|
-
|
194
|
-
|
194
|
Total comprehensive
income
|
-
|
-
|
-
|
(488)
|
194
|
-
|
(294)
|
Transactions with
owners:
|
|
|
|
|
|
|
|
Dividends
|
-
|
-
|
-
|
(362)
|
-
|
-
|
(362)
|
Share-based payment
charges
|
-
|
-
|
-
|
740
|
-
|
-
|
740
|
Exercise of share
options
|
8
|
-
|
-
|
-
|
-
|
-
|
8
|
At
31 January 2024
|
128
|
6,535
|
6,161
|
54,765
|
324
|
(50)
|
67,863
|
Tracsis plc - Condensed consolidated interim cash flow
statement for the six months ended 31 January
2024
|
|
Unaudited
six months ended 31 January
2024
|
Unaudited
six
months ended 31 January 2023
|
Audited
Year
ended 31 July 2023
|
|
Notes
|
£'000
|
£'000
|
£'000
|
Operating activities
|
|
|
|
|
(Loss) / profit for the
period
|
|
(488)
|
1,641
|
6,807
|
Net finance (income) /
expense
|
5
|
(40)
|
124
|
119
|
Depreciation
|
|
1,144
|
1,066
|
2,110
|
(Profit) / loss on disposal of
property, plant and equipment
|
|
(16)
|
11
|
9
|
Non-cash exceptional
items
|
4
|
7
|
544
|
90
|
Payment of contingent consideration
*
|
11
|
-
|
-
|
(1,661)
|
Other operating income
|
|
-
|
-
|
(350)
|
Amortisation of intangible
assets
|
|
2,802
|
2,808
|
5,599
|
Income tax charge
|
|
220
|
615
|
329
|
Share-based payment
charges
|
|
740
|
666
|
1,248
|
Operating cash inflow before
changes in working capital
|
|
4,369
|
7,475
|
14,300
|
Movement in inventories
|
|
13
|
(144)
|
(416)
|
Movement in trade and other
receivables
|
|
6,779
|
615
|
(2,085)
|
Movement in trade and other
payables
|
|
(7,042)
|
(5,138)
|
(213)
|
Cash generated from
operations
|
|
4,119
|
2,808
|
11,586
|
Interest received
|
5
|
70
|
8
|
36
|
Income tax paid
|
|
(1,337)
|
(1,180)
|
(2,065)
|
Net cash flow from operating
activities
|
|
2,852
|
1,636
|
9,557
|
Investing activities
|
|
|
|
|
Purchase of property, plant and
equipment
|
|
(951)
|
(263)
|
(1,524)
|
Proceeds from disposal of property,
plant and equipment
|
|
49
|
9
|
10
|
Capitalised development
costs
|
|
(204)
|
-
|
(300)
|
Payment of contingent consideration
*
|
11
|
-
|
(965)
|
(7,591)
|
Cash held in escrow for payment of
contingent consideration
|
|
-
|
-
|
2,233
|
Payment of deferred
consideration
|
11
|
-
|
-
|
(315)
|
Net cash flow used in investing
activities
|
|
(1,106)
|
(1,219)
|
(7,487)
|
Financing activities
|
|
|
|
|
Dividends paid
|
8
|
-
|
-
|
(628)
|
Proceeds from exercise of share
options
|
|
8
|
75
|
100
|
Lease liability payments
|
|
(537)
|
(766)
|
(1,491)
|
Lease receivable
receipts
|
|
16
|
15
|
32
|
Net cash flow used in financing
activities
|
|
(513)
|
(676)
|
(1,987)
|
Net increase/(decrease) in cash and
cash equivalents
|
|
1,233
|
(259)
|
83
|
Exchange adjustments
|
|
215
|
89
|
254
|
Cash and cash equivalents at the
beginning of the period
|
|
15,307
|
14,970
|
14,970
|
Cash and cash equivalents at the
end of the period
|
|
16,755
|
14,800
|
15,307
|
*Payments of contingent
consideration during the comparative period have been included
within:
- cash flow used in investing activities to the extent that they
relate to the fair value of assets acquired in the business
combinations; and
- cash flow from operating activities to the extent that they
relate to conditions and events after the acquisition date which
have been recognised in profit and loss.
Notes to the consolidated interim report for the six months
ended 31 January 2024
1 Basis
of preparation
The unaudited consolidated interim
financial information has been prepared under the historical cost
convention and in accordance with the recognition and measurement
requirements of UK-adopted international accounting standards.
There has been no ISRE 2410 accordant review of the consolidated
interim financial information by an independent auditor. The
condensed consolidated interim financial information does not
constitute financial statements within the meaning of Section 434
of the Companies Act 2006 and does not include all of the
information and disclosures required for full annual financial
statements. It should therefore be read in conjunction with the
Group's Annual Report for the year ended 31 July 2023, which has
been prepared in accordance with UK-adopted international
accounting standards and is available on the Group's investor
website.
The accounting policies used in the
financial information are consistent with those used in the Group's
consolidated financial statements as at and for the year ended 31
July 2023, as detailed on pages 79 to 85 of the Group's Annual
Report and Financial Statements for the year ended 31 July 2023, a
copy of which is available on the Group's website:
https://tracsis.com/investors.
The comparative financial
information contained in the condensed consolidated financial
information in respect of the year ended 31 July 2023 has been
extracted from the 2023 Financial Statements. Those financial
statements have been reported on by Grant Thornton UK LLP and
delivered to the Registrar of Companies. The report was
unqualified, did not include a reference to any matters to which
the auditor drew attention by way of emphasis without qualifying
their report, and did not contain a statement under Section 498(2)
or 498(3) of the Companies Act 2006.
Selected explanatory notes are
included to explain events and transactions that are significant to
an understanding of the changes in financial position and
performance of the Group since the last annual consolidated
financial statements as at the year ended 31 July 2023.
The preparation of the interim
financial statements requires management to make judgements,
estimates and assumptions that affect the application of accounting
policies and the reported amounts of assets and liabilities, income
and expenses. Estimates and judgements are continually evaluated
and are based on historical experience and other factors, such as
expectations of future events and are believed to be reasonable
under the circumstances. Actual results may differ from these
estimates. In preparing these interim financial statements, the
significant judgements made by management in applying the Group's
accounting policies and the key sources of estimation uncertainty
were the same as those applied to the audited consolidated
financial statements for the year ended 31 July 2023.
There have been no new accounting
standards or changes to existing accounting standards applied for
the first time from 1 August 2023 which have a material effect on
these interim results. The Group has chosen not to early adopt any
new standards or amendments to existing standards or
interpretations.
The Directors have a reasonable
expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. Accordingly, the
Directors continue to adopt the going concern basis in preparing
this interim financial information. The Group is debt free and has
substantial cash resources. At 31 January 2024 the Group had net
cash and cash equivalents totalling £16.8m. The Board has
considered future cash flow requirements taking into account
reasonably possible changes in trading financial
performance.
The condensed consolidated interim
financial information was approved for issue on 23 April
2024.
2
Principal Risks and Uncertainties
The Board considers risks on a
periodic basis and has maintained that the principal risks and
uncertainties of the Group are consistent with the previous year.
These risks and uncertainties are expected to be unchanged for the
remainder of the financial year. Further details are provided on
pages 48 to 53 of the Annual Report & Accounts for the year
ended 31 July 2023.
3
Revenue and Segmental analysis
a)
Revenue
Sales revenue is summarised
below:
|
Six months ended 31 January
2024
|
Six
months ended 31 January
2023
|
Year
ended
31
July
2023
|
|
£'000
|
£'000
|
£'000
|
Rail Technology &
Services
|
16,477
|
19,751
|
37,862
|
Data, Analytics, Consultancy &
Events
|
20,105
|
19,462
|
44,161
|
Total revenue
|
36,582
|
39,213
|
82,023
|
A geographical analysis of revenue
by customer location is provided below:
|
Six months ended 31 January
2024
|
Six
months ended 31 January
2023
|
Year
ended
31
July
2023
|
|
£'000
|
£'000
|
£'000
|
United Kingdom
|
29,121
|
27,262
|
61,422
|
Ireland
|
4,898
|
6,065
|
10,802
|
Rest of Europe
|
229
|
284
|
378
|
North America
|
1,907
|
5,441
|
8,643
|
Rest of the World
|
427
|
161
|
778
|
Total revenue
|
36,582
|
39,213
|
82,023
|
b)
Segmental Analysis
The Group has divided its results
into two segments being Rail Technology & Services and Data,
Analytics, Consultancy & Events consistent with the disclosure
in the 2023 financial statements.
The Group has a wide range of
products and services for the rail industry, such as software,
hosting services and remote condition monitoring, and these have
been included within the Rail Technology & Services segment as
they have similar customer bases (such as Train Operating Companies
and Infrastructure Providers). Traffic data collection, event
planning and traffic management, data, analytics and consultancy
offerings have similar economic characteristics and distribution
methods and so have been included within the Data, Analytics,
Consultancy & Events segment.
In accordance with IFRS 8
"Operating Segments", the Group has made the following
considerations to arrive at the disclosure made in these financial
statements. IFRS 8 requires consideration of the Chief Operating
Decision Maker ("CODM") within the Group. In line with the Group's
internal reporting framework and management structure, the key
strategic and operating decisions are made by the Executive
Directors, who review internal monthly management reports, budgets
and forecast information as part of this. Accordingly, the
Executive Directors are deemed to be the CODM.
Operating segments have then been
identified based on the internal reporting information and
management structures within the Group. From such information it
has been noted that the CODM reviews the business as two operating
segments, receiving internal information on that basis. The
management structure and allocation of key resources, such as
operational and administrative resources, are arranged on a
centralised basis.
Reconciliations of reportable segment revenues, profit or
loss, assets and liabilities and other material
items
Information regarding the results
of each reportable segment is included below. Performance is
measured based on segment profit before income tax, as included in
the internal management reports that are reviewed by the Board of
Directors. Segment profit is used to measure performance. There are
no material inter-segment transactions; however, when they do
occur, pricing between segments is determined on an arm's length
basis. Revenues disclosed below materially represent revenues
to external customers. Segmental profit before tax has been further
analysed to allocate amortisation and exceptional items. Segmental
assets and liabilities have been further analysed to allocate
intangibles and investments, contingent consideration and deferred
consideration to each individual segment.
|
Six months ended 31 January
2024
|
|
Rail Technology &
Services
|
Data, Analytics, Consultancy
& Events
|
Unallocated
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Revenues
|
|
|
|
|
Total revenue for reportable
segments
|
16,477
|
20,105
|
-
|
36,582
|
Consolidated revenue
|
16,477
|
20,105
|
-
|
36,582
|
Profit or loss
|
|
|
|
|
EBITDA for reportable
segments
|
3,435
|
2,239
|
-
|
5,674
|
Amortisation of intangible
assets
|
(2,201)
|
(601)
|
-
|
(2,802)
|
Depreciation
|
(505)
|
(639)
|
-
|
(1,144)
|
Exceptional items (net)
|
(634)
|
(71)
|
(591)
|
(1,296)
|
Share-based payment
charges
|
-
|
-
|
(740)
|
(740)
|
Interest payable (net)
|
54
|
(14)
|
-
|
40
|
Consolidated profit / (loss) before
tax
|
149
|
914
|
(1,331)
|
(268)
|
|
Six
months ended 31 January 2023
|
|
Rail
Technology & Services
|
Data,
Analytics, Consultancy & Events
|
Unallocated
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Revenues
|
|
|
|
|
Total revenue for reportable
segments
|
19,751
|
19,462
|
-
|
39,213
|
Consolidated revenue
|
19,751
|
19,462
|
-
|
39,213
|
Profit or loss
|
|
|
|
|
EBITDA for reportable
segments
|
5,548
|
1,916
|
-
|
7,464
|
Amortisation of intangible
assets
|
(2,120)
|
(688)
|
-
|
(2,808)
|
Depreciation
|
(459)
|
(607)
|
-
|
(1,066)
|
Exceptional items (net)
|
(464)
|
(80)
|
-
|
(544)
|
Share-based payment
charges
|
-
|
-
|
(666)
|
(666)
|
Interest payable (net)
|
(38)
|
(32)
|
(54)
|
(124)
|
Consolidated profit / (loss) before
tax
|
2,467
|
509
|
(720)
|
2,256
|
|
Year
ended 31 July 2023
|
|
Rail
Technology & Services
|
Data,
Analytics, Consultancy & Events
|
Unallocated
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Revenues
|
|
|
|
|
Total revenue for reportable
segments
|
37,862
|
44,161
|
-
|
82,023
|
Consolidated revenue
|
37,862
|
44,161
|
-
|
82,023
|
Profit or loss
|
|
|
|
|
EBITDA for reportable
segments
|
10,373
|
5,579
|
-
|
15,952
|
Amortisation of intangible
assets
|
(4,273)
|
(1,326)
|
-
|
(5,599)
|
Depreciation
|
(913)
|
(1,197)
|
-
|
(2,110)
|
Exceptional items (net)
|
-
|
-
|
(90)
|
(90)
|
Other operating income
|
-
|
-
|
350
|
350
|
Share-based payment
charges
|
-
|
-
|
(1,248)
|
(1,248)
|
Interest payable (net)
|
(31)
|
(88)
|
-
|
(119)
|
Consolidated profit / (loss) before
tax
|
5,156
|
2,968
|
(988)
|
7,136
|
|
31 January
2024
|
|
Rail Technology &
Services
|
Data, Analytics, Consultancy
& Events
|
Unallocated
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Assets
|
|
|
|
|
Total other assets for reportable
segments
|
10,835
|
10,944
|
-
|
21,779
|
Intangible assets and
investments
|
45,521
|
9,721
|
-
|
55,242
|
Deferred tax assets
|
-
|
-
|
666
|
666
|
Cash and cash equivalents
|
7,978
|
8,777
|
-
|
16,755
|
Consolidated total assets
|
64,334
|
29,442
|
666
|
94,442
|
Liabilities
|
|
|
|
|
Total other liabilities for
reportable segments
|
(14,268)
|
(4,581)
|
(362)
|
(19,211)
|
Deferred tax liabilities
|
-
|
-
|
(6,909)
|
(6,909)
|
Contingent consideration
|
-
|
(145)
|
-
|
(145)
|
Deferred consideration
|
-
|
(314)
|
-
|
(314)
|
Consolidated total
liabilities
|
(14,268)
|
(5,040)
|
(7,271)
|
(26,579)
|
|
31
January 2023 remeasured*
|
|
Rail
Technology & Services
|
Data,
Analytics, Consultancy & Events
|
Unallocated
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Assets
|
|
|
|
|
Total other assets for reportable
segments
|
13,359
|
10,334
|
-
|
23,693
|
Intangible assets and
investments
|
49,707
|
11,072
|
-
|
60,779
|
Deferred tax assets
|
-
|
-
|
503
|
503
|
Cash held in escrow
|
2,191
|
-
|
-
|
2,191
|
Cash and cash equivalents
|
7,408
|
7,392
|
-
|
14,800
|
Consolidated total assets
|
72,665
|
28,798
|
503
|
101,966
|
Liabilities
|
|
|
|
|
Total other liabilities for
reportable segments
|
(14,918)
|
(6,278)
|
-
|
(21,196)
|
Deferred tax liabilities
|
-
|
-
|
(7,875)
|
(7,875)
|
Contingent consideration
|
(7,808)
|
(1,132)
|
-
|
(8,940)
|
Deferred consideration
|
-
|
(617)
|
-
|
(617)
|
Consolidated total
liabilities
|
(22,726)
|
(8,027)
|
(7,875)
|
(38,628)
|
|
31 July
2023
|
|
Rail
Technology & Services
|
Data,
Analytics, Consultancy & Events
|
Unallocated
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Assets
|
|
|
|
|
Total other assets for reportable
segments
|
11,196
|
16,057
|
-
|
27,253
|
Intangible assets and
investments
|
47,362
|
10,332
|
-
|
57,694
|
Deferred tax assets
|
-
|
-
|
650
|
650
|
Cash and cash equivalents
|
7,959
|
7,348
|
-
|
15,307
|
Consolidated total assets
|
66,517
|
33,737
|
650
|
100,904
|
Liabilities
|
|
|
|
|
Total other liabilities for
reportable segments
|
(15,707)
|
(9,818)
|
-
|
(25,525)
|
Deferred tax liabilities
|
-
|
-
|
(7,161)
|
(7,161)
|
Contingent consideration
|
-
|
(139)
|
-
|
(139)
|
Deferred consideration
|
-
|
(308)
|
-
|
(308)
|
Consolidated total
liabilities
|
(15,707)
|
(10,265)
|
(7,161)
|
(33,133)
|
* As described in the Group's
Annual Report for the year ended 31 July 2023, the comparative
balance sheet at 31 January 2023 has been amended following the
re-measurement of deferred tax liabilities on intangible assets
recognised in the Group's March 2022 acquisition of Railcomm with a
corresponding adjustment to goodwill arising on the acquisition.
This has had the effect of reducing intangible assets and deferred
tax liabilities by £2,292,000 at 31 January 2023 there was no
impact on net assets.
4
Exceptional items
|
Six months ended 31
January
2024
|
Six
months ended 31 January
2023
|
Year
ended
31
July
2023
|
|
£'000
|
£'000
|
£'000
|
Non-cash:
|
|
|
|
Contingent consideration fair value
adjustment
|
-
|
118
|
(559)
|
Unwind of discounting of contingent
consideration
|
7
|
426
|
649
|
Cash:
|
|
|
|
Transformation costs -
headcount
|
564
|
-
|
-
|
Transformation costs -
IT
|
471
|
-
|
-
|
Transformation costs -
other
|
254
|
-
|
-
|
Total exceptional items
|
1,296
|
544
|
90
|
Split:
|
|
|
|
Non-cash
|
7
|
544
|
90
|
Cash
|
1,289
|
-
|
-
|
Total
|
1,296
|
544
|
90
|
As described in the Group's Annual
Report for the year ended 31 July 2023, the Group is undertaking a
series of actions to transform its operating model.
These actions will establish a consistent and
scalable approach to how the Group develops and delivers enterprise
software solutions based around industry best practice, as well as
ensuring that its operating systems, processes and footprint are
aligned with this operating model. These changes will improve the
timeliness, quality and repeatability of delivery, which will
enable the Group to accelerate its future growth
trajectory.
The Group's accounting policy is to
classify items which are significant by their size or nature and/or
which are considered non-recurring as exceptional operating items.
The costs associated with delivering this programme of actions have
been reported as exceptional operating items consistent with this
policy since they are material in size and nature, and are
non-recurring.
Exceptional costs of £1,289,000
associated with delivering this programme of actions have been
recognised in the income statement during the period. These costs
principally relate to: headcount reductions where roles are
duplicated or no longer required; IT transformation costs to embed
industry best practices and remediate any identified historic
non-conformance; and third party costs to support the upgrade of
the Group's operating systems and processes.
5 Net
finance income / (expense)
|
Six months ended 31 January
2024
|
Six
months ended 31 January
2023
|
Year
ended
31
July
2023
|
|
£'000
|
£'000
|
£'000
|
Interest received on bank
deposits
|
70
|
8
|
36
|
Net interest on lease
liabilities
|
(50)
|
(57)
|
(96)
|
Net foreign exchange
gain/(loss)
|
26
|
(64)
|
(41)
|
Unwind of discount of deferred
consideration
|
(6)
|
(11)
|
(18)
|
Total net finance income /
(expense)
|
40
|
(124)
|
(119)
|
6
Earnings per share
Basic earnings per share
The calculation of basic earnings
per share for the half year ended 31 January 2024 was based on the
loss attributable to ordinary shareholders of (£488,000) (half year
to 31 January 2023: profit £1,641,000, year ended 31 July 2023:
profit £6,807,000) and a weighted average number of ordinary shares
in issue of 30,062,000 (half year to 31 January 2023: 29,583,000,
year ended 31 July 2023: 29,836,000).
Diluted earnings per share
The calculation of diluted earnings
per share for the half year ended 31 January 2024 was based on the
loss attributable to ordinary shareholders of (£488,000) (half year
to 31 January 2023: profit £1,641,000, year ended 31 July 2023:
profit £6,807,000) and the weighted average number of ordinary
shares in issue of 30,062,000 with no adjustment presented for
potential ordinary shares since such shares were antidilutive in
the period (half year to 31 January 2023: 30,336,000, year ended 31
July 2023: 30,529,000).
Adjusted EPS
In addition, Adjusted Profit EPS is
shown below on the grounds that it is a common metric used by the
market in monitoring similar businesses. These figures are relevant
to the Group and are provided to enable a comparison to similar
businesses and are metrics used by equity analysts who cover the
Group. Amortisation and share-based payment charges are deemed to
be non-cash at the point of recognition in nature, and exceptional
items by their very nature are one-off, and therefore excluded in
order to assist with the understanding of underlying trading. A
reconciliation of this figure is provided below.
Diluted Adjusted Profit EPS has
been calculated based on a weighted average number of ordinary
shares in issue plus adjustment for the effects of all dilutive
potential ordinary shares which totalled 30,636,000 (half year to
31 January 2023: 30,336,000, year ended 31 July 2023:
30,529,000).
|
Six months ended 31
January
2024
|
Six
months ended 31 January
2023
|
Year
ended
31
July
2023
|
|
£'000
|
£'000
|
£'000
|
(Loss) / profit after tax
|
(488)
|
1,641
|
6,807
|
Amortisation of intangible
assets
|
2,802
|
2,808
|
5,599
|
Share-based payment
charges
|
740
|
666
|
1,248
|
Exceptional items (net)
|
1,296
|
544
|
90
|
Other operating income
|
-
|
-
|
(350)
|
Tax impact of the above adjusting
items
|
(1,191)
|
(763)
|
(1,638)
|
Adjusted profit for EPS
purposes
|
3,159
|
4,896
|
11,756
|
|
|
|
|
Weighted average number of ordinary shares
In thousands of shares
|
|
|
|
For the purposes of calculating basic
earnings per share
|
30,062
|
29,583
|
29,836
|
Adjustment for the effects of all
dilutive potential ordinary shares
|
-
|
753
|
693
|
For the purposes of calculating
diluted earnings per share
|
30,062
|
30,336
|
30,529
|
|
|
|
|
For the purposes of calculating basic
adjusted earnings per share
|
30,062
|
29,583
|
29,836
|
Adjustment for the effects of all
dilutive potential ordinary shares
|
574
|
753
|
693
|
For the purposes of calculating
diluted adjusted earnings per share
|
30,636
|
30,336
|
30,529
|
Basic adjusted earnings per
share
|
10.51p
|
16.55p
|
39.40p
|
Diluted adjusted earnings per
share
|
10.31p
|
16.14p
|
38.51p
|
7
Seasonality and Phasing
The Group offers a wide range of
products and services within its overall suite, meaning that
revenues can fluctuate depending on the status and timing of
certain activities.
Some of the Group's revenue streams
are exposed to high levels of seasonality. This is most material in
the Group's Data, Analytics, Consultancy & Events Division,
which derives significant amounts of revenue from work taking place
at certain times of the year, in particular for Events which has a
very high level of seasonality based on the timing of events, and
Traffic Data where work typically takes place when the weather
conditions are more predictable. These factors mean that revenue in
the Group's Data, Analytics, Consultancy & Events Division is
usually higher in the second half of the financial year.
Other revenue streams are dependent
on the timing of new contract wins, project milestones, and
software licence renewals.
The Group's Rail Technology and
Services Division delivers some large software development
projects, where revenue is recognised dependent on either the work
performed or project milestones delivered. The timing of these can
vary depending on commercial terms and customer requirements.
Revenues from remote condition monitoring are also driven by the
size and timing of significant orders received from major
customers. The timing of certain software licence renewals,
including where revenue is recognised at a point in time, can
fluctuate over a twelve-month cycle. The timing of new contract
wins is also variable between reporting periods.
Customers in the North American
rail technology market have historically procured software licences
under a perpetual licence model more than in the UK market. The
Group believes that this will transition to an increasingly
SaaS-focused model over time. During this period there will likely
be more volatility in the phasing of revenue growth in the North
American market.
In the Group's Data, Analytics,
Consultancy and Events Division, certain revenue streams are
similarly impacted by the timing of projects and delivery of work
depending on customer requirements.
As such, the overall Group
continues to be exposed to a high degree of seasonality throughout
the year and variability in revenue phasing between reporting
periods.
8
Dividends
The Board has declared an interim
dividend of 1.1 pence per share which will be paid on 24 May 2024
to shareholders on the register at 10 May 2024. A final dividend of
1.2 pence per share was paid on 9th February 2024 in
respect of the year ended 31 July 2023 and a corresponding
liability of £362,000 has been recognised within trade and other
payables at 31 January 2024. The Board intends to pursue a
sustainable and progressive dividend policy in the future, having
regard to the development of the Group.
9
Related party transactions
The following transactions took
place during the period with related parties:
|
Purchase of goods and
services
|
Amounts owed to related
parties
|
|
Six months ended 31
January
2024
|
Six
months ended 31 January
2023
|
Year
ended
31
July
2023
|
At 31
January
2024
|
At 31
January
2023
|
At
31
July
2023
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Nutshell Software Limited
(1)
|
-
|
12
|
10
|
-
|
-
|
28
|
Vivacity Labs Limited
(1)
|
265
|
225
|
356
|
-
|
137
|
35
|
Ashtead Group PLC
(2)
|
18
|
-
|
1
|
-
|
-
|
1
|
|
Sale of goods and
services
|
Amounts owed by related
parties
|
|
Six months ended 31
January
2024
|
Six
months ended 31 January
2023
|
Year
ended
31
July
2023
|
At 31
January
2024
|
At 31
January
2023
|
At
31
July
2023
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
WSP UK Limited
(3)
|
37
|
889
|
3,238
|
-
|
75
|
1,323
|
Nutshell Software Limited
(1)
|
16
|
26
|
41
|
3
|
-
|
-
|
Ashtead Group PLC
(2)
|
-
|
-
|
7
|
-
|
-
|
-
|
(1) Nutshell Software
Limited and Vivacity Labs Limited are related parties by virtue of
the Group's shareholding in these entities.
(2) Ashtead Group PLC
("Ashtead ") is a company which is connected to Jill Easterbrook
who serves as non-executive Chair of Tracsis plc and also as a
non-executive director of Ashtead. Sales to and purchases from
Ashtead took place at arm's length commercial rates and were not
connected to Ms Easterbrook's position at Ashtead.
(3) WSP UK Limited
(WSP) is a company which was connected to Chris Cole who served as
non-executive Chairman of Tracsis plc until 1 September 2023 and
also of WSP Global Inc, WSP's parent company. Sales to WSP took
place at arm's length commercial rates and were not connected to Mr
Cole's position at WSP. Sales and amounts owed to WSP are disclosed
for the period whilst it was a related party.
10 Reconciliation of
alternative profit metrics ("APMs")
The Group uses APMs, which are not
defined or specified under the requirements of International
Financial Reporting Standards ("IFRS"). These metrics adjust for
certain items which impact upon IFRS measures, to aid the user in
understanding the activity taking place across the Group's
businesses. The largest components of the adjusting items, being
depreciation, amortisation, share-based payments, and share of
result of equity-accounted investees, are "non-cash" items and are
separately analysed to assist with the understanding of underlying
trading. Share-based payments are adjusted to reflect the
underlying performance of the Group as the fair value on initial
recognition is impacted by market volatility that does not
correlate directly to trading performance. APMs are used by the
Directors and management for performance analysis, planning,
reporting and incentive purposes.
Adjusted EBITDA
Calculated as earnings before net
finance income or expense, tax, depreciation, amortisation,
exceptional items, other operating income, share-based payment
charges and share of result of equity-accounted investees. This
metric is used to show the underlying trading performance of the
Group from period to period in a consistent manner and is a key
management incentive metric. The closest equivalent statutory
measure is profit before tax. Adjusted EBITDA can be reconciled to
statutory profit before tax as set out below:
|
Six months ended 31 January
2024
|
Six
months ended 31 January 2023
|
Year
ended 31 July 2023
|
|
£'000
|
£000
|
£000
|
(Loss) / profit before tax
|
(268)
|
2,256
|
7,136
|
Net finance (income) /
expense
|
(40)
|
124
|
119
|
Share-based payment
charges
|
740
|
666
|
1,248
|
Exceptional items
|
1,296
|
544
|
90
|
Other operating income
|
-
|
-
|
(350)
|
Amortisation of intangible
assets
|
2,802
|
2,808
|
5,599
|
Depreciation
|
1,144
|
1,066
|
2,110
|
Adjusted EBITDA
|
5,674
|
7,464
|
15,952
|
Adjusted Basic Earnings per
Share
Calculated as profit after tax
before amortisation, share-based payment charges, exceptional items
and other operating income divided by the weighted average number
of ordinary shares in issue during the period. This is a common
metric used by the market in monitoring similar businesses and is
used by equity analysts who cover the Group to better understand
the underlying performance of the Group. See note 6: Earnings per
share.
Free cash flow
Calculated as net cash flow from
operating activities after purchase of property, plant and
equipment, proceeds from disposal of property, plant and equipment,
proceeds from exercise of share options, lease liability payments,
lease receivable receipts and capitalised development costs, and
before payment of contingent consideration. This measure reflects
the cash generated in the period that is available to invest in
accordance with the Group's growth strategy and capital allocation
policy. Free cash flow reconciles to net cash flow from operating
activities as set out below:
|
Six months ended 31 January
2024
|
Six
months ended 31 January 2023
|
Year
ended 31 July 2023
|
|
£'000
|
£000
|
£000
|
Net cash flow from operating
activities
|
2,852
|
1,636
|
9,557
|
Purchase of property, plant and
equipment
|
(951)
|
(263)
|
(1,524)
|
Proceeds from disposal of property,
plant and equipment
|
49
|
9
|
10
|
Capitalised development
costs
|
(204)
|
-
|
(300)
|
Proceeds from exercise of share
options
|
8
|
75
|
100
|
Add back: payment of contingent
consideration presented within cash flow from operating
activities
|
-
|
-
|
1,661
|
Lease liability payments
|
(537)
|
(766)
|
(1,491)
|
Lease receivable receipts
|
16
|
15
|
32
|
Free cash flow
|
1,233
|
706
|
8,045
|
11 Contingent and
deferred Consideration
a)
Contingent consideration
During the financial year ended 31
July 2023, the final contingent consideration due on the
acquisitions of Compass Informatics Limited, Bellvedi Limited,
iBlocks Limited and Railcomm, LLC and Railcomm Associates was
paid.
In November 2021 the Group acquired
The Icon Group Limited ("Icon"). Under the share purchase
agreement, contingent consideration is payable which is based on
the profitability of Icon in the three-year period after the
acquisition, and on the successful renewal of certain key
contracts. Contingent consideration is payable in Euros up to a
maximum of €1,750,000 (£1,493,000). The fair value of the amount
payable was assessed at €170,000 (£145,000) at 31 January
2024.
At the balance sheet date, the
Directors assessed the fair value of the remaining amounts payable
which were deemed to be as follows:
|
31 January
2024
|
31
January 2023
|
31
July
2023
|
|
£000
|
£000
|
£000
|
Compass Informatics
Limited
|
-
|
273
|
-
|
Bellvedi Limited
|
-
|
3,218
|
-
|
iBlocks Limited
|
-
|
2,410
|
-
|
The Icon Group Limited
|
145
|
858
|
139
|
Railcomm, LLC
|
-
|
2,181
|
-
|
Total contingent consideration
payable
|
145
|
8,940
|
139
|
The movement on contingent
consideration is summarised in the table below:
|
Six months ended 31 January
2024
|
Six
months ended 31 January 2023
|
Year
ended 31 July 2023
|
|
£'000
|
£000
|
£000
|
At the start of the period
|
139
|
9,321
|
9,321
|
Cash payment
|
-
|
(965)
|
(9,252)
|
Fair value adjustment to statement of
comprehensive income
|
-
|
118
|
(559)
|
Unwind of discounting
|
7
|
426
|
649
|
Exchange adjustment
|
(1)
|
40
|
(20)
|
At the end of the period
|
145
|
8,940
|
139
|
The ageing profile of the remaining
liabilities can be summarised as follows:
|
31 January
2024
|
31
January 2023
|
31
July
2023
|
|
£000
|
£000
|
£000
|
Payable in less than one
year
|
-
|
8,150
|
-
|
Payable in more than one
year
|
145
|
790
|
139
|
Total contingent consideration
payable
|
145
|
8,940
|
139
|
b)
Deferred consideration
The Group acquired Flash Forward
Consulting Limited on 26 February 2021. As part of this acquisition
cash consideration totalling £945,000 became payable in three equal
instalments on the first, second and third anniversary of the
acquisition date. At acquisition the present value of this deferred
consideration was assessed as £878,000 discounted using a rate of
3.75%. At 31 January 2024 the present value of this deferred
consideration is £314,000. The movement on deferred consideration
can be summarised as follows:
|
Six months ended 31 January
2024
|
Six
months ended 31 January 2023
|
Year
ended 31 July 2023
|
|
£'000
|
£000
|
£000
|
At the start of the period
|
308
|
605
|
605
|
Cash payment
|
-
|
-
|
(315)
|
Unwind of discounting
|
6
|
12
|
18
|
At the end of the period
|
314
|
617
|
308
|
The ageing profile of the remaining
liabilities can be summarised as follows:
|
31 January
2024
|
31
January 2023
|
31
July
2023
|
|
£000
|
£000
|
£000
|
Payable in less than one
year
|
314
|
314
|
308
|
Payable in more than one
year
|
-
|
303
|
-
|
Total contingent consideration
payable
|
314
|
617
|
308
|
12 Subsequent
Events
On 2 April 2024 Ross Paterson was
appointed to the Board as a Non-Executive Director.
Further information for Shareholders
Company number:
|
05019106
|
|
|
Registered office:
|
Nexus
|
|
Discovery Way
|
|
Leeds
|
|
LS2 3AA
|
|
|
Directors:
|
Jill Easterbrook (Non-Executive
Chair)
|
|
Chris Barnes (Chief Executive
Officer)
|
|
Andrew Kelly (Chief Financial
Officer)
|
|
Ross Paterson (Non-Executive
Director)
|
|
Liz Richards (Non-Executive
Director)
|
|
James Routh (Non-Executive
Director)
|
|
Tracy Sheedy (Non-Executive
Director)
|
|
|
Company Secretary:
|
Jan Mitson
|