28 November 2024
TPXimpact Holdings
PLC
("TPX",
or the "Group", or the "Company")
Unaudited Interim
Results
First half performance in
line with market expectations
FY25 outlook
unchanged
TPXimpact Holdings PLC (AIM: TPX), the technology-enabled services company focused on
people-powered digital transformation, is pleased to announce its
unaudited interim results for the six months ended 30 September
2024.
All key profitability metrics
improved in the first half of the year despite market-driven
pressures on the top-line.
Financial highlights1:
●
|
Revenue of £37.8m (H1 2024: £41.6m),
a decrease of 9.2% reflecting market headwinds; Adjusted
EBITDA2 up over 15% to £2.3m (H1 2024: £2.0m)
|
●
|
New business wins of £35m in the
first half, with increasing momentum: Q1: £9m, Q2: £26m and £29m so
far in Q3
|
●
|
Gross margin up to 28.3% (H1 2024:
26.2%)
|
●
|
Adjusted EBITDA2 margin
increased to 6.1% (H1 2024: 4.8%)
|
●
|
Reported operating loss reduced to
£(3.4)m (H1 2024: £(9.0)m),
|
●
|
Adjusted profit before
tax2 up over 90% to £1.1m (H1 2024: £0.6m)
|
●
|
Reported loss before tax reduced to
£(4.1)m (H1 2024: £(10.1)m)
|
●
|
Adjusted diluted
earnings2 per share up strongly to 1.2p (H1 2024:
0.5p)
|
●
|
Reported diluted loss per share
improved to (3.6)p (H1 2024: (10.2)p)
|
●
|
Net debt2 (excluding
lease liabilities) as at 30 September 2024 of £7.9m (31 March 2024:
£7.1m; 30 September 2023: £12.8m)
|
Operational highlights:
●
|
On track to achieve key objectives
of the three-year plan
|
●
|
Simplified the business earlier than
planned into three core businesses: Digital Transformation,
manifesto and KITS
|
●
|
Prompt response to revenue headwinds
with selective cost actions expected to save well over £3m on an
annualised basis
|
●
|
Gaining new business momentum
including a post-period major contract win with Ministry for Housing, Communities and Local Government - up to
£19m over three years
|
●
|
Over 90% of H1 revenues came from
public services clients
|
●
|
Employee retention rates improved to
88% (H1 2024: 86%) on an annualised basis
|
●
|
Total headcount (including
associates) of 620 people at 30 September 2024: permanent employee
(FTE) numbers decreased by 4.5% in H1 to 510 people and the number
of associates reduced by over 17% to 110 (down over one-third
against 30 September 2023)
|
●
|
Female representation stands at 52%
(H1 2024: 51%) and ethnic minority representation stands at 21% (H1
2024: 20%)
|
●
|
Carbon footprint reduced by 9.6% to
613.7 tCO2e
|
Post-period
outlook
●
|
No change in FY25 targets: flat
revenue growth for the year and Adjusted EBITDA in the range of
£7-£8 million, and net debt of around 1x EBITDA
|
●
|
FY26 target of like-for-like revenue
growth of 10-15% reaffirmed
|
●
|
FY26 target of 100-300 basis point
progression on proforma Adjusted EBITDA margins reaffirmed, which
would equate to an underlying Adjusted EBITDA margin of 10-12%
before NIC changes and 9-11% after NIC changes, taking effect from
1 April 2025
|
●
|
Backlog or committed revenue now
represents over 90% of FY25 projected revenues and the pipeline of potential new business remains
promising
|
1Unless otherwise stated
financial measures are based upon the results of continuing
operations.
2In measuring our performance, the financial measures that we
use include those which have been derived from our reported results
in order to eliminate factors which distort period-on-period
comparisons. These are considered non-GAAP financial measures, and
include measures such as like-for-like revenue, adjusted EBITDA and
net debt. All are defined in note 7.
Bjorn Conway, Chief Executive Officer of
TPXimpact Holdings PLC, commented:
"The Company has
shown remarkable resilience in the first half of the financial
year. Despite revenue headwinds in our core client sector of
Central Government, all key profitability metrics showed
improvement and growth.
"We welcomed the improved
visibility evident from the Chancellor's Budget announcement on 30
October 2024 in relation to Central Government spending plans for
the next financial year, which we expect to result in an uplift in
activity in the second half. The increased
momentum in new business wins, together with the steps we have
taken to improve and simplify the business, provide a solid
foundation for achieving our financial targets for the
second half of the year and beyond.
"As we commence our planning process for the next financial
year, we remain confident in the continued execution of our
three-year strategic plan and cautiously optimistic that more
favourable market conditions will prevail. The Company is
well-positioned to seize the opportunities emerging from Central
Government's growth agenda as and when they materialise, whilst
maintaining our commitment to being a responsible and sustainable
business, exemplified by our accreditation as a B-Corp. We look
forward to providing further updates on our progress over the
coming months."
-Ends-
This announcement contains inside
information for the purposes of Article 7 of Regulation (EU) No
596/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018. The person responsible for
this announcement is Steve Winters, Group CFO.
Enquiries:
TPXimpact Holdings
Bjorn Conway, CEO
Steve Winters, CFO
Stifel Nicolaus Europe Limited
(Nomad and Joint Broker)
Fred Walsh
Ben Good
Sarah Wong
|
Via Alma Strategic
+44 (0) 207 710 7600
|
Dowgate Capital Limited
(Joint Broker)
James Serjeant
Russell Cook
|
+44 (0) 203 903 7715
|
Alma Strategic Communications
(Financial PR)
Josh Royston
Kieran Breheny
|
tpx@almastrategic.com
+44 (0) 203 405 0209
|
About TPXimpact
We believe in a world enriched by
people-powered digital transformation. Working in collaboration
with organisations, we're on a mission to accelerate positive
change and build a future where people, places and the planet are
supported to thrive.
Led by passionate people, TPXimpact
works closely with its clients in agile, multidisciplinary teams;
challenging assumptions, testing new approaches and building
confidence and capabilities. Combining our rich heritage with
expertise in human-centred design, data, experience and technology,
we work to create sustainable solutions with the flexibility to
learn, evolve and change.
The business is being increasingly
recognised as a leading alternative digital transformation provider
to the UK public services sector, with over 90% of its client base
representing public services.
More information is available
at www.tpximpact.com.
CEO's statement
All key profitability metrics
improved in the first half of the year despite market-driven
pressures on the top-line. Although the first half of FY25 started
well, revenue over the course of the summer months was impacted by
a slowdown in spend in our core client sector of Central
Government. The well-publicised £22-40bn "Black Hole" in Government
finances led to delays in the client decision-making process, both
in terms of the award of new contracts and delaying spend on
existing commitments. At the same time, our manifesto business has
been impacted by continued spending constraints in its core client
base in the not-for-profit and charitable sector. Like many of our
competitors, these developments have directly impacted revenues
which, in our case, decreased by over 9% in the first
half.
The conclusion of the Departmental
Spending Reviews and the announcement of the Chancellor's Budget on
30 October 2024 provided some visibility in relation to Central
Government spending plans, which should provide plenty of
opportunity for TPXimpact to play a major part in the Government's
digital transformation initiatives as and when they
materialise.
The rebranded manifesto business is
also seeing some signs of green shoots in the
not-for-profit/charitable sector, although the market backdrop
remains uncertain. KITS showed good revenue growth and renewed an
important contract with the Rural Payments Agency for up to £10m
over the next three years.
New business trends have improved in
the second quarter and Q3 has started well with the previously
announced, major award from the Ministry of Housing, Communities
and Local Government ("MHCLG") for up to £19m over three years to
support their planning reform programme. Whilst the pipeline of new
business remains encouraging, and visibility has improved, we
remain cautious about the speed at which spending will resume; we
are anticipating an increase in activity in the second half of the
current year, supporting our H2 growth outlook, with more
significant initiatives being implemented in the next financial
year following the conclusion of the spring Spending Review. As a
result, we have maintained our view that full-year revenues for
FY25 will be broadly flat, whilst next year should show an
acceleration in top-line growth in line with our target of
10-15%.
Our response to the market-driven
headwinds on revenue was to conduct a comprehensive business
improvement programme to ensure our cost base is aligned with
current and future areas of strategic focus and growth. This
exercise was initiated in Q2 and concluded in October. Management
expect the actions taken will save well over £3m in employee costs
on an annualised basis, with an immediate impact on the second half
of this year.
Adjusted EBITDA in the first half
increased by over 15% to £2.3m and Adjusted profit before tax
increased by over 90% to £1.1m. Metrics on a reportable basis also
showed notable improvement. These trends reflect disciplined cost
control, whilst ensuring the business has a sound foundation for
the expected acceleration in growth when it comes.
This foundation is further
underpinned by a sound balance sheet, with net debt (excluding
lease liabilities) of £7.9m at 30 September 2024, against £12.8m at
the same time last year. Given the weighting of profitability (and
therefore operating cash flows) to the second half of this year, we
expect to achieve our full-year leverage target of around 1.0x at
year-end.
Overall, the Company has continued
to make good progress towards achieving its three-year plan,
despite the short-term market pressure on revenues. Management have
completed the simplification of the business into the three core
pillars of Digital Transformation, manifesto and KITS. Each has a
clear organisational structure, a highly capable leadership team
and appropriate accountabilities in place to support long-term
growth and efficiency.
People
Our people have worked tremendously
hard in this challenging period and I am pleased that this has been
reflected in an employee retention rate of 88%, a little higher
than at the same time last year (86%). Our certification as a
B-Corp in January 2024 has further galvanised our efforts to act
responsibly as a business, and has no doubt contributed to what we
believe is a compelling employee and client proposition.
As a People-Powered Digital
Transformation company, we continue to bring our PACT
values-Purpose, Accountability, Craft, and Togetherness-to life,
focusing on initiatives that empower our people, encourage
accountability and enhance operational excellence. Our investment
in learning and development initiatives has continued with over 160
participants in our flagship Leadership Essentials training
initiative, which also offers a programme of continuing
professional and personal development, fostering impactful and
accountable leadership. In addition, the recent launch of our
Progression Framework is designed to help individuals understand
their current skill levels, contributions, and development goals in
the context of a purpose-driven culture which thrives in a
commercially sustainable business.
In line with our commitment to
creating an inclusive and equitable workplace, we have achieved
Disability Confident Employer status and entered the Social
Mobility Foundation's Employer Index for the first time. Gender and
ethnicity representation figures have increased slightly compared
with the first half of last year to 52% and 21% respectively. In
October 2024, the Company proudly became a Living Wage Employer
accredited by the Living Wage Foundation, highlighting our
dedication to fair pay for all our people.
Purpose
As a purpose-driven organisation, we
are committed to aligning profit with purpose, with continued
progress across our ESG (Environmental, Social, and Governance)
metrics.
Total carbon emissions reduced by
9.6% to 613.7 tCO2e (H124: 672.8 tCO2e)
like-for-like, underscoring our commitment to sustainability.
Carbon intensity on an FTE basis decreased by 10.0% to 2.34
tCO2e/FTE (annualised) whilst carbon intensity per £1m
of revenue held steady at 16.2 tCO2e/£1m, due to lower
first half revenues. We have also improved our carbon reporting
processes to ensure more timely and comprehensive internal
reporting of carbon emissions, allowing management to focus time
and energy on addressing the carbon profile of our supply
chain.
We continue to integrate social
value initiatives within the business, which remain an important
contributor to public sector bid scores. Recent initiatives include
a one-week In2Science internship for a cohort of secondary school
students and the FY25 Future Leaders programme which provides five
young digital entrepreneurs with funding, coaching, and access to
expertise from our teams.
We have further improved our MSAT
(the Modern Slavery Assessment Tool) created by Central Government
score to 83% from 70% at the end of last year and from 43% 18
months ago. MSAT scores are becoming more relevant to the bid
process on Central Government contracts, so this progress is
commercially beneficial as well as indicative of a greater focus on
the wider, human implications of the supply chain.
In summary, the Company has emerged
from a challenging first half in good shape, ready for the
opportunities the Government's Digital Transformation strategy will
bring over the coming months and years. We remain passionate about
delivering high-quality solutions to the challenges our clients
face and believe we are well-placed for continued success as and
when market conditions allow.
Bjorn Conway
CEO, TPXimpact
28 November 2024
Financial Review
The interim results for the six
months ended 30 September 2024 (H1 2025) are in line with the
trading update issued on 12 November 2024 and show resilience in
profitability despite a decrease in revenue driven by challenging
market conditions in the Company's core client sector of Central
Government.
Revenues decreased by 9.2% to £37.8m
in the first half of the year (H1 2024: £41.6m). Growth in our
Digital Transformation business (76% of H1 2025 Group revenues) was
impacted by the spending constraints imposed by Central Government
since the General Election in July, although recent new business
momentum has been very positive. Revenues in our manifesto business
(13% of H1 2025 Group revenues) eased due to clients in the
not-for-profit/charitable sector holding back spend, although
recent new business trends are encouraging. The KITS business (11%
of H1 2025 Group revenues) was less affected by Government spending
controls and benefitted from a three-year renewal of up to £10m
from the Rural Payments Agency. Sequentially, Group revenues
increased by 2.3% in Q1 and decreased by 19.1% in Q2 (against an
exceptionally high growth comparative of over 38% in Q2 2024),
reflecting the impact of more severe spending controls in Central
Government over the summer months.
New business wins accelerated to
£26m in Q2, from £9m in Q1. This increased momentum in new business
has continued in Q3 with wins of £29m to date in the quarter,
including the previously announced Planning Reform contract awarded
by the Ministry for Housing, Communities and Local Government
(MHCLG) of up to £19m over three years. Public service clients
represented over 90% of revenues in the first half, reflecting the
significance of Central Government (66% of H1 2025 revenues) to the
Group. Our top 10 clients represented 71% of H1 2025
revenues.
Cost of sales decreased by 11.9% to
£27.1m (H1 2024: £30.7m), largely offsetting the decline in
revenues. Gross profit was therefore £10.7m (H1 2024: £10.9m) and
gross margins increased to 28.3% from 26.2%. The prior period gross
margin was suppressed by the challenges faced by the RedCortex
business (now part of the Digital Transformation business unit)
last year. Nevertheless, gross margin improvement has still
occurred due to a reduction in the number of associates, partly
offset by lower utilisation rates in Q2 as revenues came under
pressure. We expect utilisation rates to improve as increased new
business wins come on stream and the full effect of cost-saving
actions implemented in Q2 take effect. These savings amount to well
over £3m on an annualised basis.
In the first six months of the year,
total headcount, including associates, decreased by 7% to 620
people at 30 September 2024 compared with almost 670 people at 31
March 2024 and around 700 people a year ago. Permanent FTE reduced
by 4.5% in the first half to 510 people and the number of
associates fell by over 17% to 110, giving a ratio of permanent
FTE/associates of around 80:20. Over the last twelve months, the
number of associates in the business has fallen by over one-third.
These figures illustrate the discipline applied by management over
both FTE and contractor headcount in the first half to respond to
the pressure on revenues. In addition, the Company's business
improvement programme concluded in early October 2024 and this will
further reduce headcount in Q3.
Employee retention in the first half
was 88% (on an annualised basis) against 86% a year ago, a
continuing reflection of the attractive employee proposition
offered by the Company, enhanced by our B-Corp status.
Adjusted EBITDA increased to £2.3m
(H1 2024: £2.0m) in the first half, despite the decline in
revenues, resulting in an improved Adjusted EBITDA margin of 6.1%
(H1 2024: 4.8%).
The Group made a reported operating
loss of £(3.4)m in the first half against an operating loss of
£(9.0)m for the same period last year, reflecting a £Nil goodwill
impairment charge compared with a £5.6m charge taken in H1 2024.
Charges for share-based payments increased to £0.9m (H1 2024:
£0.5m) due to share incentive grants in the first half, whilst
restructuring and transformation costs increased to £1.5m (H1 2024:
£0.7m), including a £1.1m charge in relation to the business
improvement programme initiated in Q2. Amortisation of acquired
intangible assets decreased to £2.7m (H1 2024: £3.9m). Excluding
these items, the core administrative expenses of the Group were
slightly lower at £9.2m (H1 2024: £9.3m), reflecting disciplined
control over indirect headcount and discretionary costs.
Adjusted profit before tax of £1.1m
increased by 90% against last year (H1 2024: £0.6m) and the
reported loss before tax reduced to £(4.1)m (H1 2024: loss of
£(10.1)m). Finance costs in the first half decreased to £0.7m (H1
2024: £1.1m) due to lower average borrowings during the period.
Taxation amounted to a credit of £0.8m (H1 2024: £0.9m) due to
deferred tax credits on amortisation of intangible assets and the
utilisation of prior year tax losses. Adjusted profit after tax
more than doubled to £1.1m (H1 2024: £0.5m).
Reported diluted earnings per share
for the first half improved to a loss of (3.6) pence per share (H1
2024: loss of (10.2) pence per share), reflecting the reduction in
reported losses in the period. On an adjusted basis, diluted
earnings per share more than doubled to 1.2 pence per share (H1
2024: 0.5 pence per share), in line with the increase in adjusted
profit after tax.
Whilst the Board has decided there
will be no interim dividend in respect of the first half of this
year (H1 2024: Nil pence per share), dividend policy will continue
to be reviewed on a regular basis and take account of improved
performance in due course.
Net
debt and Cash flow
Net debt (excluding lease
liabilities) at 30 September 2024 was £7.9m compared with £7.1m at
31 March 2024 and £12.8m at 30 September 2023. The £0.8m increase
in net debt in the first half of the year reflects net cash
generated from operations (before working capital movements) of
£0.8m, a small seasonal working capital outflow of £0.3m, interest
paid of £0.7m, share repurchases for the Company EBT (Employee
Benefit Trust) of £0.5m, and long-term lease payments of £0.5m,
offset by a £0.4m corporation tax refund.
Debtor days continued to improve to
37 days at 30 September 2024 from 43 days at 31 March 2024 and 46
days at 30 September 2023, reflecting our continued focus on strong
working capital management.
The leverage (net debt/12M Adjusted
EBITDA) ratio was 1.6x at 30 September 2024 and interest cover was
3.3x, with both metrics comfortably ahead of the Company's banking
covenants. Gross borrowings reduced to £12.2m at 30 September 2024
as the Company used £4.0m of surplus cash to pay down debt in
Q1.
Current trading
Trading in October was in line with
the Company's internal forecasts, with margins continuing to expand
on prior year, reflecting the cost saving actions initiated in Q2.
Backlog or committed revenue currently represents over 90% of
full-year projected revenues and the pipeline of potential new
business remains promising, although the exact timing of when some
of these pipeline opportunities will materialise remains subject to
Central Government's current spending constraints.
Outlook
The Company is well-positioned to
support the Government's five missions for a better Britain and its
focus on sustained growth over the course of this Parliament. As
the recent MHCLG Planning Reform win amply illustrates, there is
plenty of opportunity for TPXimpact to play a major part in the
Government's digital transformation initiatives as and when they
materialise. There is improved visibility in relation to Central
Government spending plans following the conclusion of the
Departmental Spending Reviews and the Chancellor's Budget announced
on 30 October. We expect this to feed through to new initiatives in
the next financial year following the spring Spending Review, with
an increase in activity in the second half of the current
year.
Our confidence in the Company's
long-term growth prospects therefore remains strong and the Board
reaffirms its FY25 target of flat revenue growth, with an adjusted
EBITDA target of £7-8 million in line with consensus estimates.
Management are also targeting a net debt (excluding lease
liabilities) to Adjusted EBITDA ratio of around 1.0x at 31 March
2025.
The Company has assessed the changes
to Employer NIC rates and thresholds announced in the Budget on 30
October 2024, which take effect from 1 April 2025. The Company
estimates that these changes would have resulted in an additional
charge of around £0.8m for the current FY25 financial year on a
proforma basis, reducing consensus Adjusted EBITDA margins by
around 100 basis points.
The Company has recently commenced
the initial stages of its planning and budgeting process for FY26
and will incorporate the headwinds arising from these NIC changes
into its plans for next year. Although the Company will do its best
to absorb some or all of these additional costs in the medium-term,
there is nevertheless a negative short-term impact on the cost base
that is largely outside the Company's control.
As a consequence, the Board is
maintaining its guidance of Adjusted EBITDA margin progression in
FY26 of 100-300 basis points, but off a lower proforma FY25 base.
In practice, this means the Company is now targeting an Adjusted
EBITDA margin of 9-11% in FY26 (previously 10-12%) to take account
of the NIC changes that will apply from 1 April 2025. Targeted FY26
like-for-like revenue growth remains 10-15% in view of the
expectation that more normal spending patterns and opportunities
will emerge over the coming months, driven by the Government's
agenda for growth and the outcome of the spring Spending
Review.
The ongoing, successful execution of
our strategy provides a solid foundation for achieving these
targets and we firmly believe that the fundamental demand for our
skills and services will remain strong for the foreseeable
future.
Steve Winters
CFO, TPXimpact
28 November 2024
Consolidated Income
Statement
For the six months ended 30
September 2024
|
|
Unaudited
6 months
to 30 September
2024
|
Unaudited
6 months to 30 September
2023
|
Audited
Year
ended 31
March
2024
|
|
Note
|
£'000
|
£'000
|
£'000
|
Revenue
|
|
37,776
|
41,622
|
84,269
|
Cost of sales
|
|
(27,071)
|
(30,718)
|
(63,090)
|
Gross profit
|
|
10,705
|
10,904
|
21,179
|
Administrative expenses
|
|
(14,362)
|
(19,937)
|
(44,384)
|
Other income
|
|
259
|
45
|
404
|
Operating loss
|
|
(3,398)
|
(8,988)
|
(22,801)
|
Finance costs
|
|
(687)
|
(1,070)
|
(2,046)
|
Loss before tax from continuing operations
|
|
(4,085)
|
(10,058)
|
(24,847)
|
Taxation
|
|
822
|
874
|
2,664
|
Loss after tax from continuing operations
|
|
(3,263)
|
(9,184)
|
(22,183)
|
Profit after tax from discontinued
operations
|
|
-
|
2,213
|
1,811
|
Net
loss
|
|
(3,263)
|
(6,971)
|
(20,372)
|
Other comprehensive (loss)/income:
|
|
|
|
|
Exchange difference on translation
of foreign operations
|
-
|
(22)
|
(22)
|
Exchange adjustments recycled to the
income statement on disposal of discontinued operations
|
-
|
27
|
94
|
Total comprehensive loss for the period
|
|
(3,263)
|
(6,966)
|
(20,300)
|
|
|
|
|
|
Earnings per share from continuing and discontinued
operations
|
|
Basic (p)
|
6
|
(3.6p)
|
(7.7p)
|
(22.5p)
|
Fully diluted (p)
|
6
|
(3.6p)
|
(7.7p)
|
(22.5p)
|
Earnings per share from continuing
operations
|
|
|
|
|
Basic (p)
|
6
|
(3.6p)
|
(10.2p)
|
(24.5p)
|
Fully diluted (p)
|
6
|
(3.6p)
|
(10.2p)
|
(24.5p)
|
Consolidated Statement of Financial
Position
At 30 September 2024
|
|
Unaudited
30
September
2024
|
Unaudited
30
September
2023
|
Audited
31 March
2024
|
|
Note
|
£'000
|
£'000
|
£'000
|
Non-current assets
|
|
|
|
|
Goodwill
|
|
40,190
|
49,085
|
40,167
|
Other intangible assets
|
|
11,430
|
19,521
|
14,173
|
Property, plant and
equipment
|
|
128
|
330
|
220
|
Right of use assets
|
|
1,520
|
1,907
|
1,546
|
Other investments
|
|
2,188
|
2,188
|
2,188
|
Deferred tax assets
|
|
798
|
169
|
613
|
Total non-current assets
|
|
56,254
|
73,200
|
58,907
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
|
9,498
|
10,904
|
11,449
|
Contract assets
|
|
2,590
|
7,513
|
3,214
|
Corporate tax asset
|
|
180
|
257
|
437
|
Cash and cash equivalents
|
|
4,167
|
7,171
|
8,934
|
Total current assets
|
|
16,435
|
25,845
|
24,034
|
Assets held for sale
|
|
-
|
731
|
-
|
Total assets
|
|
72,689
|
99,776
|
82,941
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
|
(6,456)
|
(8,658)
|
(7,762)
|
Contract liabilities
|
|
(959)
|
(977)
|
(1,784)
|
Other taxes and social security
costs
|
|
(3,724)
|
(2,472)
|
(4,250)
|
Lease liabilities
|
|
(875)
|
(637)
|
(714)
|
Total current liabilities
|
|
(12,014)
|
(12,744)
|
(14,510)
|
Liabilities directly associated with
assets held for sale
|
|
-
|
(385)
|
-
|
Non-current liabilities
|
|
|
|
|
Deferred tax liabilities
|
|
(2,840)
|
(4,855)
|
(3,537)
|
Borrowings
|
5
|
(12,060)
|
(19,979)
|
(16,050)
|
Lease liabilities
|
|
(799)
|
(1,396)
|
(1,009)
|
Total non-current liabilities
|
|
(15,699)
|
(26,230)
|
(20,596)
|
Total liabilities
|
|
(27,713)
|
(39,359)
|
(35,106)
|
Net
assets
|
|
44,976
|
60,417
|
47,835
|
Equity
|
|
|
|
|
Share capital
|
|
922
|
922
|
922
|
Own shares
|
|
(912)
|
(983)
|
(955)
|
Share premium
|
|
6,538
|
6,538
|
6,538
|
Merger reserve
|
|
50,449
|
73,703
|
50,449
|
Capital redemption
reserve
|
|
15
|
15
|
15
|
Foreign exchange reserve
|
|
-
|
(67)
|
-
|
Retained earnings
|
|
(12,036)
|
(19,711)
|
(9,134)
|
Total equity
|
|
44,976
|
60,417
|
47,835
|
Consolidated Statement of Changes
in Equity
For the six months ended 30
September 2024
|
Share
capital
|
Share
premium
|
Merger
reserve
|
Capital redemption
reserve
|
Own shares
|
Retained
earnings
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
At
1 April 2024
|
922
|
6,538
|
50,449
|
15
|
(955)
|
(9,134)
|
47,835
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
(3,263)
|
(3,263)
|
Transactions with owners
|
|
|
|
|
|
|
|
Own shares transferred from
EBT
|
-
|
-
|
-
|
-
|
515
|
(515)
|
-
|
Own shares purchased by
EBT
|
-
|
-
|
-
|
-
|
(472)
|
-
|
(472)
|
Share options exercised
|
-
|
-
|
-
|
-
|
-
|
12
|
12
|
Share based payments
|
-
|
-
|
-
|
-
|
-
|
864
|
864
|
At
30 September 2024 (Unaudited)
|
922
|
6,538
|
50,449
|
15
|
(912)
|
(12,036)
|
44,976
|
Consolidated Statement of Changes
in Equity
For the year ended 31 March
2024
|
Share
capital
|
Share
premium
|
Merger
reserve
|
Capital redemption
reserve
|
Own shares
|
Foreign exchange
reserve
|
Retained
earnings
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
At
1 April 2023
|
919
|
6,538
|
73,474
|
15
|
(983)
|
(72)
|
(13,206)
|
66,685
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
(6,971)
|
(6,971)
|
Exchange differences on translation
of foreign operations
|
-
|
-
|
-
|
-
|
-
|
(22)
|
-
|
(22)
|
Exchange adjustments recycled to the
income statement on disposal of discontinued operations
|
-
|
-
|
-
|
-
|
-
|
27
|
-
|
27
|
Transactions with owners
|
|
|
|
|
|
|
|
|
Shares issued
|
3
|
-
|
229
|
-
|
-
|
-
|
-
|
232
|
Share-based payments
|
-
|
-
|
-
|
-
|
-
|
-
|
466
|
466
|
At
30 September 2023 (Unaudited)
|
922
|
6,538
|
73,703
|
15
|
(983)
|
(67)
|
(19,711)
|
60,417
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
(13,401)
|
(13,401)
|
Exchange adjustments recycled to the
income statement on disposal of discontinued operations
|
-
|
-
|
-
|
-
|
-
|
67
|
-
|
67
|
Transfer to retained
earnings
|
-
|
-
|
(23,254)
|
-
|
-
|
-
|
23,254
|
-
|
Transactions with owners
|
|
|
|
|
|
|
|
|
Own shares transferred from
EBT
|
-
|
-
|
-
|
-
|
28
|
-
|
(28)
|
-
|
Share-based payments
|
-
|
-
|
-
|
-
|
-
|
-
|
752
|
752
|
At
31 March 2024 (Audited)
|
922
|
6,538
|
50,449
|
15
|
(955)
|
-
|
(9,134)
|
47,835
|
Consolidated Statement of Cash
Flows
For the six months ended 30
September 2024
|
|
|
Unaudited
6 months to
30 September
2024
|
Unaudited
6 months to 30 September
20231
|
Audited
Year ended
31 March
20241
|
|
|
|
£'000
|
£'000
|
£'000
|
Cash flows from operating activities:
|
|
|
|
|
|
Loss before taxation from total
operations
|
|
|
(4,085)
|
(7,820)
|
(23,014)
|
Adjustments for:
|
|
|
|
|
|
Depreciation
|
|
|
488
|
476
|
931
|
Amortisation of intangible
assets
|
|
|
2,746
|
3,918
|
7,681
|
Impairment of goodwill and
intangible assets on classification as held for sale
|
|
|
-
|
1,848
|
1,848
|
Impairment of intangible
assets
|
|
|
-
|
-
|
1,673
|
Impairment of goodwill
|
|
|
-
|
5,564
|
14,492
|
Share-based payments
|
|
|
941
|
466
|
1,390
|
Foreign exchange losses
|
|
|
-
|
38
|
38
|
Finance costs
|
|
|
687
|
1,081
|
2,057
|
Loss from fair value movement of
contingent consideration
|
|
|
-
|
7
|
7
|
Loss on disposal of property, plant
and equipment
|
|
|
-
|
-
|
16
|
Gain on sale of discontinued
operations
|
|
|
-
|
(3,774)
|
(3,580)
|
Working capital adjustments:
|
|
|
|
|
|
Decrease in trade and other
receivables
|
|
|
2,478
|
358
|
4,111
|
Decrease in trade and other
payables
|
|
|
(2,753)
|
(2,067)
|
(346)
|
Net
cash generated from operations
|
|
|
502
|
95
|
7,304
|
Tax received
|
|
|
437
|
10
|
236
|
Net
operating cash flows
|
|
|
939
|
105
|
7,540
|
Cash flows from investing activities:
|
|
|
|
|
|
Disposal of subsidiaries
|
|
|
-
|
6,236
|
6,071
|
Purchase of property, plant and
equipment
|
|
|
-
|
(22)
|
(37)
|
Proceeds from sale of property,
plant and equipment
|
|
|
-
|
-
|
12
|
Additions to intangible
assets
|
|
|
-
|
(82)
|
(170)
|
Net
cash generated from investing activities
|
|
|
-
|
6,132
|
5,876
|
Cash flows from financing activities:
|
|
|
|
|
|
Repayment of borrowings
|
|
|
(4,000)
|
(4,300)
|
(8,300)
|
Purchase of own shares
|
|
|
(472)
|
-
|
-
|
Payment of lease
liabilities
|
|
|
(485)
|
(332)
|
(718)
|
Interest paid
|
|
|
(761)
|
(1,015)
|
(2,211)
|
Proceeds from exercise of share
options
|
|
|
12
|
-
|
-
|
Net
cash used in financing activities
|
|
|
(5,706)
|
(5,647)
|
(11,229)
|
Net
(decrease)/increase in cash and cash equivalents
|
|
|
(4,767)
|
590
|
2,187
|
Cash and cash equivalents at
beginning of the period
|
|
|
8,934
|
6,772
|
6,772
|
Effect of exchange rate fluctuations
on cash held
|
|
|
-
|
(26)
|
(25)
|
Cash and cash equivalents including
cash from discontinued operations
|
|
|
4,167
|
7,336
|
8,934
|
Cash from discontinued
operations
|
|
|
-
|
(165)
|
-
|
Cash and cash equivalents at end of the
period
|
|
|
4,167
|
7,171
|
8,934
|
Comprising:
|
|
|
|
|
|
Cash at bank and in hand
|
|
|
4,136
|
7,115
|
8,882
|
Cash held by trust
|
|
|
31
|
56
|
52
|
Cash and cash equivalents at end of the
period
|
|
|
4,167
|
7,171
|
8,934
|
1 The cash flows of discontinued operations are immaterial to
the Consolidated Statement of Cash Flows and so have not been
presented separately for the previous financial periods.
Notes to the Consolidated Financial
Statements
1. General
information
TPXimpact Holdings plc is a public limited company incorporated in
England and Wales under the Companies Act 2006 with registered
number 10533096. The Company's shares are publicly traded on AIM,
part of the London Stock Exchange.
The address of the registered office
is 7 Savoy Court, London, England, WC2R 0EX. The principal activity
of the Group is the provision of digitally native technology
services to clients within the commercial, government and
non-government organisation (NGO) sectors.
The interim financial information is
unaudited.
2. Basis of
preparation
The Group has not applied IAS 34
Interim Financial Reporting, which is not mandatory for UK AIM
listed companies, in the preparation of this half-yearly
report.
The consolidated interim financial
information for the six months ended 30 September 2024 does not,
therefore, comply with all the requirements of IAS 34 Interim
Financial Reporting. The consolidated interim financial information
should be read in conjunction with the annual financial statements
of TPXimpact Holdings plc for the year ended 31 March 2024, which
have been prepared in accordance with UK-adopted international
accounting standards, with the Companies Act 2006 and the AIM rules
for Companies.
This consolidated interim financial
information does not comprise statutory accounts within the meaning
of section 434 of the Companies Act 2006. Statutory accounts for
the year ended 31 March 2024 were approved by the Board of
directors and delivered to the Registrar of Companies. The report
of the auditors on those accounts issued an unqualified opinion and
did not contain any statement under sections 498 (2) or (3) of the
Companies Act 2006. The auditor's report drew attention by way of
an emphasis of matter to the high degree of judgement involved in
forecasting sales growth and EBITDA margins, to support the
carrying value of goodwill and other intangible assets.
The interim financial statements are
presented in pound sterling (GBP), which is the functional currency
of the parent company.
3. Basis of
consolidation
These interim consolidated financial
statements consolidate those of the Company and all of its
subsidiary undertakings drawn up to 30 September 2024. Subsidiaries
are fully consolidated from the date of acquisition, being the date
on which the Group obtains control, and continue to be consolidated
until the date that such control may cease. The financial
statements of the subsidiaries are prepared for the same reporting
period as the parent company, using consistent accounting
policies.
4. Accounting
policies
The accounting policies used in the
preparation of the interim consolidated financial information for
the six months ended 30 September 2024 are in accordance with the
recognition and measurement criteria of International Financial
Reporting Standards (IFRS) and are consistent with those which were
adopted in the annual statutory financial statements for the year
ended 31 March 2024.
5.
Borrowings
At 31 March 2024, the Group had a
revolving credit facility with HSBC of £30m with a £15m accordion
of which £16.2m had been drawn down.
In June 2024, the Company and its
bankers agreed to ease the Group's lending covenants one quarter
ahead of schedule. The covenants now comprise two measures to be
assessed at each quarter end: (i) Net debt (excluding lease
liabilities) to rolling twelve month Adjusted EBITDA of 2.5x or
less; and (ii) rolling twelve month Adjusted EBITDA to net finance
costs of at least 3.0x for the periods ending 30 September and 31
December 2024 and 3.5x for the year ending 31 March 2025 and
thereafter. The Group satisfied these revised covenants throughout
the period from inception to the period ended 30 September
2024.
In June 2024, £4.0m was repaid and
the Group and HSBC also agreed to extend the maturity of the
revolving credit facility by one year to July 2026 while reducing
the amount of the facility from £30m to £25m.
6. Earnings per
share
|
6 months to 30 September
2024
Number of
shares
|
6 months
to 30 September
2023
Number of
shares
|
Year
ended 31
March
2024
Number of
shares
|
|
'000
|
'000
|
'000
|
Weighted average number of shares
for calculating basic earnings per share
|
90,628
|
90,299
|
90,368
|
Weighted average number of dilutive
shares
|
4,036
|
1,363
|
3,142
|
Weighted average number of shares
for calculating diluted earnings per share
|
94,664
|
91,662
|
93,510
|
|
6 months to 30 September
2024
|
6 months
to 30 September
2023
|
Year ended 31 March
2024
|
|
£'000
|
£'000
|
£'000
|
Loss after tax from continuing
operations
|
(3,263)
|
(9,184)
|
(22,183)
|
Profit after tax from discontinued
operations
|
-
|
2,213
|
1,811
|
Loss after tax from total
operations
|
(3,263)
|
(6,971)
|
(20,372)
|
Adjusted profit after tax from
continuing operations1
|
1,124
|
499
|
1,919
|
Earnings per share is calculated as
follows:
|
6 months
to 30
September
2024
|
6 months
to 30
September
2023
|
Year ended 31 March
2024
|
Basic earnings per share
|
|
|
|
Basic earnings per share from
continuing operations
|
(3.6p)
|
(10.2p)
|
(24.5p)
|
Basic earnings per share from
discontinued operations
|
-
|
2.5p
|
2.0p
|
Basic earnings per share from total
operations
|
(3.6p)
|
(7.7p)
|
(22.5p)
|
Adjusted basic earnings per share
from continuing operations
|
1.2p
|
0.6p
|
2.1p
|
Diluted earnings per share
|
|
|
|
Diluted earnings per share from
continuing operations2
|
(3.6p)
|
(10.2p)
|
(24.5p)
|
Diluted earnings per share from
discontinued operations2
|
-
|
2.5p
|
2.0p
|
Diluted earnings per share from
total operations2
|
(3.6p)
|
(7.7p)
|
(22.5p)
|
Adjusted diluted earnings per share
from continuing operations
|
1.2p
|
0.5p
|
2.1p
|
|
|
|
|
|
1 Adjusted profit after tax on continuing operations is defined
in note 7.
2 The weighted average shares used in the basic EPS
calculation has also been used for reported diluted EPS due to the
anti-dilutive effect of the weighted average shares calculated for
the reported diluted EPS calculation.
7. Alternative
performance measures (unaudited)
In measuring our performance, the
financial measures that we use include those which have been
derived from our reported results in order to eliminate factors
which distort period-on-period comparisons. These are considered
non-GAAP financial measures, and include measures such as
like-for-like revenue, adjusted EBITDA and net debt (excluding
lease liabilities). We believe this information, along with
comparable GAAP measurements, is useful to shareholders and
analysts in providing a basis for measuring our financial
performance. The adjusted EBITDA is based on the
results of continuing operations.
Like-for-like
Like-for-like comparisons are
calculated by comparing current year results for continuing
operations (which includes acquisitions from the relevant date of
completion) to prior year results, adjusted to include the results
of acquisitions for the commensurate period in the prior year. In
the six months ended 30 September 2024, there were no differences
in the like-for-like and reported comparisons due to there being no
acquisitions in either period.
Reconciliation of net debt (excluding lease
liabilities):
|
|
30
September
2024
|
30
September
2023
|
31 March
2024
|
|
|
|
£'000
|
£'000
|
£'000
|
|
Cash and cash equivalents
|
|
4,167
|
7,171
|
8.934
|
|
Borrowings due after one
year
|
|
(12,060)
|
(19,979)
|
(16,050)
|
|
Net
debt
|
|
(7,893)
|
(12,808)
|
(7,116)
|
|
Reconciliation of operating loss to adjusted
EBITDA:
|
|
6 months to
30
September
2024
£'000
|
6 months to
30
September
2023
£'000
|
Year ended
31 March
2024
£'000
|
|
Operating loss
|
|
(3,398)
|
(8,988)
|
(22,801)
|
|
Amortisation of intangible
assets
|
|
2,746
|
3,894
|
7,657
|
|
Depreciation
|
|
488
|
334
|
789
|
|
Loss from fair value movement of
contingent consideration
|
|
-
|
7
|
7
|
|
Impairment of intangible
assets
|
|
-
|
-
|
1,673
|
|
Impairment of goodwill
|
|
-
|
5,564
|
14,492
|
|
Share-based
payments1
|
|
941
|
501
|
1,425
|
|
Restructuring and transformation
costs
|
|
1,522
|
674
|
1,387
|
|
Adjusted EBITDA
|
|
2,299
|
1,986
|
4,629
|
|
1 Includes social security costs.
Reconciliation of loss before tax to adjusted profit after
tax:
|
|
6 months to
30
September
2024
£'000
|
6 months to
30
September
2023
£'000
|
Year ended
31 March
2024
£'000
|
|
Loss before tax from continuing operations
|
|
(4,085)
|
(10,058)
|
(24,847)
|
|
Amortisation of intangible
assets
|
|
2,746
|
3,894
|
7,657
|
|
Loss from fair value movement of
contingent consideration
|
|
-
|
7
|
7
|
|
Impairment of intangible
assets
|
|
-
|
-
|
1,673
|
|
Impairment of goodwill
|
|
-
|
5,564
|
14,492
|
|
Share-based
payments1
|
|
941
|
501
|
1,425
|
|
Restructuring and transformation
costs
|
|
1,522
|
674
|
1,387
|
|
Adjusted profit before tax from continuing
operations
|
|
1,124
|
582
|
1,794
|
|
Tax (excluding impact of
amortisation of intangible assets and share-based
payments)2
|
|
-
|
(83)
|
125
|
|
Adjusted profit after tax from continuing
operations
|
|
1,124
|
499
|
1,919
|
|
1 Includes social security costs.
2 Tax on restructuring and transformation costs for the period
ended 30 September 2024 is £nil due to the utilisation of tax
losses.