TIDMTRN
RNS Number : 1144S
Trainline PLC
02 November 2023
2 November 2023
Trainline plc
Results for the six months ended 31 August 2023
Strong growth in the first half of the year
H1 FY2024 summary financial highlights:
GBPm unless otherwise stated: H1 FY2024 H1 FY2023 % YoY
------------------------------------- ---------- ---------- ------
Net ticket sales(1) 2,649 2,159 +23%
Revenue 197 165 +19%
Adjusted EBITDA(2) 57 45 +26%
Operating profit 23 17 +36%
Adjusted basic earnings per share
(pence)(3) 5.5p 3.9p +41%
Basic earnings per share (pence)(3) 2.9p 2.6p +12%
Operating free cash flow 77 29 +166%
Financial highlights:
-- Group net ticket sales grew 23% year on year (YoY) to GBP2.6
billion, driving growth in Group revenue of 19% to GBP197
million
-- Volume growth and operating leverage resulted in higher
profitability: adjusted EBITDA up 26% to GBP57 million; operating
profit up 36% to GBP23 million
-- Basic earnings per share of 2.9p up 12%; adjusted basic earnings per share of 5.5p, up 41%
-- Operating free cashflow up 166% to GBP77 million; leverage
down from 1.6x to 0.7x adj. EBITDA
Strategic highlights:
-- Europe's #1 most downloaded rail travel app
-- Driving shift to etickets, with industry penetration in UK
increasing to 46% (43% in FY2023)(4)
-- Digitising the commute in UK, growing share of commuter market segment from 20% to 22%
-- Strong growth in liberalised European markets: combined net
ticket sales up 50% across Spain and Italy, with share on top two
Spanish high-speed routes increasing to 11%
-- Consumer awareness in Spain and Italy almost doubled since
brand campaigns launched 12-18 months ago(5)
-- Responding to slower Web sales growth while increasing Mobile
App adoption, with app share of transactions for International
Consumer now above 60%, including Italy above 70%
Tightening Group guidance towards upper end of range for
FY2024:
-- Net ticket sales YoY growth of between +17% and +22% (previously 13% to 22%)
-- Revenue YoY growth of between +15% and +20% (previously 13% to 22%)
-- Adjusted EBITDA of between 2.15% and 2.25% of net ticket sales (no change)
Jody Ford, CEO of Trainline said:
"Our growth over the last six months reflects our focus on
continually innovating and improving the customer experience of
purchasing digital rail tickets. The value, ease, and convenience
we provide are just some of the reasons we are Europe's #1 most
downloaded rail travel app.
"In recent weeks we have seen several exciting announcements
around the arrival and growth of new rail carriers, which could
mean more customers in the UK, in Europe and those crossing the
Channel reap the benefits of increased carrier competition. These
include improved value and choice, encouraging more people to make
the greener choice of rail travel. Our customers in Spain and Italy
already enjoy these benefits, and we believe more should have the
opportunity to do so."
Presentation of results
There will be a live webcast presentation of the results to
analysts and investors at 08:30am GMT today (2 November 2023).
Please register to participate at the Company's investor website:
https://webcast.openbriefing.com/tlhy24/
If participants wish to ask a question, they can register to
dial into the telephone conference call using the details
below:
United Kingdom (Local): +44 20 4587 0498
United Kingdom (Toll-Free): +44 800 358 1035
Global Dial-In Numbers
Access Code: 532469
Enquiries
For investor enquiries, Andrew Gillian investors@trainline.com
For media enquiries, Hollie Conway press@trainline.com
Brunswick Group
Simone Selzer trainline@brunswickgroup.com / +44 207 404
5959
Unaudited figures:
All figures in this document are unaudited.
Forward looking statements and other important information
This document is for informational purposes only and does not
constitute an offer or invitation for the sale or purchase of
securities or any businesses or assets described in it, nor should
any recipients construe the information contained in this document
as legal, tax, regulatory, or financial or accounting advice and
are urged to consult with their own advisers in relation to such
matters. Nothing herein shall be taken as constituting investment
advice and it is not intended to provide, and must not be taken as,
the basis of any decision and should not be considered as a
recommendation to acquire any securities of Trainline.
This document contains forward looking statements, which are
statements that are not historical facts and that reflect
Trainline's beliefs and expectations with respect to future events
and financial and operational performance. These forward looking
statements involve known and unknown risks, uncertainties,
assumptions, estimates and other factors, which may be beyond the
control of Trainline and which may cause actual results or
performance to differ materially from those expressed or implied
from such forward-looking statements. Nothing contained within this
document is or should be relied upon as a warranty, promise or
representation, express or implied, as to the future performance of
Trainline or its business. Any historical information contained in
this statistical information is not indicative of future
performance. The information contained in this document speaks only
as at the date of this document and Trainline expressly disclaims
any obligations or undertaking to release any update of, or
revisions to, any forward-looking statements in this document.
H1 FY2024 PERFORMANCE REVIEW
Group Overview
Group net ticket sales increased to GBP2.6 billion, 23% higher
YoY. The drivers of net ticket sales growth are provided for each
division below.
The growth in net ticket sales helped Group revenue grow to
GBP197 million, 19% higher YoY. Revenue growth was slower than net
ticket sales given the mix effect of relatively faster year on year
growth in International Consumer and Trainline Solutions, which
generate lower rates of revenue per ticket sold than UK Consumer
(on a pre-internal transaction fee basis(6) ). Likewise, within UK
Consumer we grew relatively faster in commuter and short distance
travel, which typically generates less revenue per ticket sold than
longer distance travel.
Gross profit increased by 17% to GBP151 million. This was slower
than net ticket sales, partly reflecting industrial action in the
UK, which resulted in Trainline incurring higher customer service
costs.
H1 FY2024 Segmental performance
H1 FY2024 H1 FY2023 % YoY
------------------------- ---------- ---------- -------
Net ticket sales (GBPm)
UK Consumer 1,712 1,433 +19%
International Consumer 558 452 +24%
Trainline Solutions 378 274 +38%
Total Group 2,649 2,159 + 23 %
---------- ---------- -------
Revenue (GBPm)
UK Consumer 102 88 +16%
International Consumer 30 24 +26%
Trainline Solutions 65 53 +23%
Total Group 197 165 + 19 %
---------- ---------- -------
Gross profit (GBPm)
UK Consumer 71 63 +12%
International Consumer 20 16 +22%
Trainline Solutions 60 49 +23%
Total Group 151 129 +17%
---------- ---------- -------
H1 FY2024 H1 FY2023 YoY
---------- ---------- -------
Adjusted EBITDA (GBPm)
UK Consumer 40 38 3
International Consumer (9) (10) 1
Trainline Solutions 26 17 9
---------- ---------- -------
Total Group 57 45 12
---------- ---------- -------
Adjusted EBITDA was GBP57 million, 26% or GBP12 million higher
than last year, outpacing net ticket sales and revenue growth given
the benefit of operating leverage.
Marketing costs of GBP37 million grew 15% as we acquired more
customers and continued to invest in our brand. Growth in net
ticket sales and revenue outpaced marketing costs, in part driven
by our decision announced in May to pause brand spend in
France.
Other administrative costs increased 11% to GBP57 million. This
included higher systems costs associated with processing more sales
transactions. It also included costs from increasing the size of
our headcount in order to scale the business, the hiring for which
we completed in FY2023.
UK Consumer
Net ticket sales were GBP1.7 billion, 19% higher YoY. Growth was
particularly evident with commuters and people booking on the day
of travel, who benefit from Trainline's innovative set of features,
like Buy Again and SplitSave.
Our growth also reflected continued rail industry recovery and
more people switching to digital ticketing, with industry eticket
penetration at 46% in H1 FY2024, up from 43% in FY2023(4) . This
was partly offset by the impact of ongoing industrial action in the
UK, with 11 strike days in the first half (estimated gross ticket
sales impact of GBP5-6 million per strike day(9) ).
Revenue increased 16% YoY to GBP102 million. Gross profit grew
12% to GBP71 million. Adjusted EBITDA of GBP40 million was GBP3
million higher.
International Consumer
Net ticket sales were GBP558 million, 24% higher YoY. Growth was
led by the markets with most carrier competition as Trainline
positions itself as the aggregator of choice in Europe. Combined
net ticket sales across Spain and Italy grew 50%, with particularly
strong growth on newly liberalised high-speed routes in Spain.
However, growth slowed in France following our conscious decision
to pause brand marketing ahead of more widespread liberalisation of
the French rail market.
Growth in Mobile App sales remained strong. This reflected
Trainline's longer-term investment in its brand and App experience
to reduce dependency on Web acquisition and grow habitual App use
for regular journeys. Over 60% of transactions were through the
Mobile App, with more than 70% through the App in Italy. Web sales
growth slowed during the half given a normalising of demand YoY and
increased competition in keyword auctions, which was relatively
more benign last year coming out of COVID, plus some impact from
changes to the presentation of search engine results.
International Consumer revenue was GBP30 million, up 26% YoY.
Gross profit increased 22% to GBP20 million. Adjusted EBITDA
investment was -GBP9 million (-GBP10 million in H1 last year). On a
pre-internal transaction fee basis, adjusted EBITDA loss was -GBP1
million in the first half, vs a -GBP4 million loss in H1 last
year(6) .
Trainline Solutions
Net ticket sales were GBP378 million, up 38%, albeit from a
lower base, with a strong performance from IT Carrier Solutions and
business travel in the UK continuing to recover.
Revenue increased by 23% YoY to GBP65 million, of which the
majority related to an internal transaction fee paid by UK Consumer
and International Consumer(6) . Gross profit was GBP60 million, 23%
higher YoY, and adjusted EBITDA was GBP26 million, GBP9 million
higher YoY.
Operating profit
The Group reported operating profit of GBP23 million, up GBP6
million or 36%. Operating profit included charges of:
-- Depreciation and amortisation charges of GBP21 million,
broadly in line with prior year (H1 FY2023: GBP20 million)
-- Share-based payment charges of GBP11 million, reflecting the
costs of our all-employee share incentive plan (H1 FY2023: GBP8
million)
-- Exceptional items of GBP2 million in relation to business
restructuring costs (no exceptional items in H1 FY2023)
Profit after tax
Profit after tax was GBP14 million, up GBP1.4 million or 12%
year on year. Profit after tax reflected operating profit of GBP23
million, net finance charges of GBP5 million, and a tax charge of
GBP4 million.
Earnings per share (EPS)
Adjusted basic earnings per share was 5.5 pence vs. 3.9 pence in
H1 FY2023. Adjusted basic earnings per share adjusts for
exceptional one-off items in the period, the gain on the repurchase
of convertible bonds, amortisation of acquired intangibles, and
share-based payment charges, together with the tax impact of these
items.
Basic earnings per share was 2.9 pence versus 2.6 pence in H1
FY2023.
Operating free cash flow and net debt
Operating free cash flow was GBP77 million, up GBP48 million
year on year. Operating free cashflow included adjusted EBITDA of
GBP57 million and a working capital inflow of GBP42 million, which
partly benefited from timing effects in H1, offset by capital
expenditure of GBP21 million, reflecting our ongoing investment in
product and technology.
Net debt was GBP37 million at the end of August 2023, (leverage
ratio 0.7x Adj. EBITDA). This was a reduction from GBP100 million
in February 2023 and GBP70 million in August 2022. The Group's
leverage ratio was 0.7x LTM adj. EBITDA (Feb-23: 1.2x; Aug-22:
1.6x). The reduction in net debt primarily reflected the generation
of positive operating free cash flow in the first half of
FY2024.
New capital allocation framework and share buyback programme
Below we reiterate Trainline's new capital allocation framework,
as previously communicated in our H1 FY2024 trading update on
14(th) September 2023:
-- Trainline's primary use of capital is to invest behind its
strategic priorities - including enhancing the customer experience
and building demand for rail travel - to drive organic growth and
deliver attractive and sustainable rates of return.
-- The Group may supplement that with inorganic investment,
should it help accelerate delivery of the Group's strategic growth
priorities.
-- Trainline will also continue to manage debt leverage,
including retaining a prudent and appropriate level of liquidity
headroom should unforeseen circumstances arise.
-- Any surplus capital thereafter may be returned to
shareholders, including through the repurchase of Trainline's
shares.
At the same time as communicating the above framework, Trainline
announced the launch of a share buyback programme of up to GBP50
million, to be conducted over the subsequent 12 months.
Trainline also plans to convene a general meeting to seek
shareholder approval for a proposed capital reduction of the
Company's share premium account. If approved, this will provide the
Company with additional distributable reserves to make further
distributions, as and when considered appropriate by the Board.
Outlook and market guidance
Rail industry passenger numbers have almost fully recovered
following COVID-19 across our core markets. Whilst this was not
without some headwinds, including industrial action in the UK and
broader macroeconomic uncertainty, we expect Trainline to continue
growing strongly into the second half of the year.
As a result, we are tightening Group guidance, originally set in
May 2023, towards the upper end of the range. In FY2024, we now
expect the business to generate:
-- Net ticket sales YoY growth of between +17% and +22% (previously 13% to 22%)
-- Revenue YoY growth of between +15% and +20% (previously 13% to 22%)
-- Adjusted EBITDA of between 2.15% and 2.25% of net ticket sales (no change)
As previously communicated in May 2023, the Group also expects
International Consumer adjusted EBITDA contribution to approach
breakeven in FY2024, if excluding the internal transaction fee
payable to Trainline Solutions(6) .
PROGRESS AGAINST OUR STRATEGIC PRIORITIES IN H1 FY2024
To achieve our mission to make rail and coach travel easier for
customers in all our markets, we invest behind four strategic
priorities for long-term growth: enhancing the customer experience,
building demand, increasing customer lifetime value, and growing
Trainline Solutions. In H1 FY2024 we continued to make good
progress against these long-term strategic growth priorities.
UK Consumer
Enhancing the customer experience
Our investment in customer experience is not only helping
Trainline grow, with more rail travellers buying train tickets
through our 4.9-star app, it is shifting more people to digital
channels (7) . Industry eticket penetration has increased to 46% in
H1 FY2024, up from 43% in FY2023 (4) .
We continued to prime our mobile app to better serve commuters,
driving up our share of the commuter market segment to 22%, up from
20% twelve months ago and more than double its pre-COVID level.
This included the continued roll out of digital season tickets.
Until recently there has been no mass-market, barcode-enabled
season ticket available. Today, we estimate that almost a third of
the UK rail network is fully digital season ticket enabled, and on
those routes we are seeing growing demand. Our share of season
ticket sales recently reached c20% on journeys where digital season
tickets are enabled. In addition, customers buying digital season
tickets are exhibiting double the retention rate of our overall
customer base.
We continued to unlock value and remove friction for customers.
This included the launch of a new weekly price calendar, displaying
to customers the cheapest days to travel. We also launched our
Strike Safe feature, informing customers whether the journey they
are searching is likely to be affected by rail strikes, letting
them book with greater confidence.
Building demand
Under our "great journeys start with Trainline" brand campaign,
we focused in H1 on telling customers how they can save 35% on
average when booking a journey through Trainline. While relevant
given the ongoing cost of living crisis, the campaigns also point
to the environmental benefits of rail travel, reflecting our core
purpose to encourage greener travel choices.
In H2, the messaging in our campaigns will highlight the
convenience of digital ticketing, including digital season tickets,
complementing our efforts to prime our mobile app for
commuters.
Increasing customer lifetime value
We are increasing customer lifetime value by encouraging more
customers to use our 4.9*-rated Mobile App(7) . The App now makes
up 89% of our transactions in the UK (87% in H1 FY2023; 74% in H1
FY2020). This is helping to drive greater transaction frequency,
given Mobile App customers transact 1.5 times more often than Web
customers.
Having significantly scaled net ticket sales over the past few
years, we are increasing our focus on enhancing monetisation to
drive faster revenue growth. This includes ancillary products,
leveraging our partnerships with Just Park (parking), Booking.com
(hotels), and Karhoo (taxis). In addition, we plan to launch a new
Flexcover insurance product that allows customers to cancel plans
for any reason and get fully refunded. This type of insurance
product is not offered elsewhere in rail. Finally, we are beginning
to enhance native advert placements within our sales channels to
optimise advertising revenues.
International Consumer
Prioritising markets where we have strongest customer
proposition
At our FY2023 results in May we outlined how we are refining our
investment plan to accelerate growth in the rail markets where we
have the strongest customer proposition today:
-- Domestic markets with more widespread carrier competition,
primarily Spain and Italy. These rail markets together are worth
c.EUR6 billion. Carrier competition significantly increases value
and choice for customers; by positioning Trainline as the
aggregator of choice, we are well placed to significantly scale our
international business over the medium term.
-- Foreign travel, representing global customers from the US, UK
and the rest of the world, as well as some intra-EU cross border
travel. It is worth over EUR4 billion, and is typically higher
margin business for Trainline, generating a double-digit percentage
revenue take-rate (revenue generated as a percentage of net ticket
sales) .
Approximately 60% of International Consumer net ticket sales in
the last 12 months came from the priority markets above. The
remainder was mostly generated in France and Germany, markets which
remain future growth opportunities for Trainline. As we outlined in
May, we are reducing the priority of these markets as they are less
mature from the perspective of carrier competition, and so
currently do not offer a sufficient market aggregation opportunity.
In line with that approach, we also said we would manage brand
investment in France to coincide with the future arrival of carrier
competition. When carrier competition does arrive, we plan to
position ourselves as the aggregator in these markets too, in turn
giving Trainline a long runway of sustainable growth.
Enhancing the customer experience
In International Consumer, we invest to provide a great user
experience and to integrate all key journeys and prices. We
integrated Renfe's new cross border service between Spain and
France, and are already taking a mid-teens percentage share of
sales on this service. In addition, we are adding Spanish regional
Cercanias trains, which ultimately should drive greater transaction
frequency and retention in that market.
We also enhanced our customer experience by further localising
our mobile app. For example, in Spain we embedded Iryo exchange
into the App, allowing customers to exchange their ticket for
another train on a different date or time. In Italy we have added
Satispay, an increasingly popular new payment in that market.
As the Spanish rail market rapidly liberalises, we are making
aggregation the key differentiator for our user experience. This
means making it easy for customers to compare all the carriers,
fares and journey options in one highly rated mobile app. The top
five Spanish high-speed routes have now opened to carrier
competition, with new entrant carriers making strong market share
gains. This is bringing a broad range of benefits on these routes,
with service quality improving, fares roughly halving and rail
ridership significantly increasing. Taking for example the first
two routes to liberalise - Madrid to Barcelona and Madrid to
Valencia - passenger volume has increased 36% and 86% respectively
in the last year alone. This is providing ideal conditions to
position our Mobile App as the aggregator of choice, with our share
on both routes growing to 11%, driving up share across Spain from
<1% pre-COVID to 6%.
Building demand
We made further headway growing consumer awareness in Europe,
with prompted brand awareness almost doubling in Italy and Spain
since we launched brand campaigns in both respective markets. In
Italy, prompted brand awareness has increased from 19% to 34% in 18
months, following the launch of our first nationwide brand campaign
in spring 2022. In Spain, prompted brand awareness has increased
from 8% to 15% in 12 months, following the launch of our Spanish
brand campaign in summer 2022.
We have sought to build on the strong recovery in foreign travel
demand seen last year, particularly from the US. We used targeted
advertising, including housing native digital content on travel
sites, while using out of home adverts at prominent international
airports. In addition, we leveraged popular sporting events like
the Rugby World Cup in France, ran promotional offers and PR
campaigns, and worked with influencers like Tan France.
Web sales growth slowed during H1, with underlying demand
normalising, particularly for foreign travel, and more competition
from carriers within keyword auctions following a relatively benign
period last year. In addition, there were changes in the
presentation of search engine results, with Google now including
trains within its travel module. In response, we have integrated
Trainline into Google's travel module on key routes in Spain and
Italy, and intend to integrate on more than 1,000 routes over the
coming months. The impact of slower Web sales has had a more
pronounced impact on foreign travel, where a higher proportion of
sales comes through Web search channels rather than our Mobile
App.
Increasing customer lifetime value
As we position our Mobile App as the aggregator in markets with
carrier competition, we are deepening our relationship with our
customers. A key example has been our success in encouraging more
customers to download and use our mobile App, given its superior UX
and transaction frequency benefits. This is particularly the case
in Italy, the most mature market from a liberalisation perspective,
where App share of overall transactions increased to 71%, from 60%
in H1 FY2023. In aggregate across International Consumer, >60%
of all customer transactions came through our Mobile App in H1.
As customers download and use the App it strengthens our
relationship with them. For example, transaction frequency in Italy
is three times higher than Web customers. This includes a greater
propensity to book regional journeys. In Italy, regional tickets
sales grew 42% year on year, and were five times their pre-COVID
level.
In addition, we are seeking to enhance monetisation in
International Consumer, and in H1 introduced hotels within the
booking flow, in partnership with Booking.com.
Growing Trainline Solutions
In H1, we took further steps to support our travel partners,
leveraging the strength of our platform.
We increasingly harness advanced machine learning to deliver
data-driven features and enhanced personalisation. Examples include
SplitSave, price prediction, and Recommended For You, a feature
that makes personalised trip suggestions to customers based on
their purchase and search history.
In addition, we recently set up an internal AI Labs team, which
aims to develop our own proprietary AI Models that will help us
solve more complex problems, in turn creating smarter and more
personalised experiences across the whole user journey. Our first
experiment is already live: a new guidebook feature. This generates
recommendations of what customers might like to do at their
intended destination within the booking flow, sparking inspiration
for their journey.
For Carrier IT Solutions, in the UK we extended five white label
contracts, giving them continued access to our industry-leading
core platform functionality and customer experience features. This
included in H1 providing a new train loading feature within Greater
Anglia's mobile App, allowing them to display the busiest train
carriages to their customers. We also took further steps to enhance
the loyalty programme features offered within Italo's online sales
channel, allowing their customers to earn rewards and save
money.
ENVIRONMENTAL SUSTAINABILITY
Our purpose at Trainline is to empower a greener way to travel.
Transport is the largest GHG emitting sector in the UK, with the
energy sector having reduced its emissions over recent years. Rail
offers travellers a greener alternative, generating 7x less CO2
emissions per passenger/KM than flying and 3x less than driving(8)
. Governments are introducing legislation to meet emission
reduction targets, including France's ban on short-haul domestic
flights, which came into force May 2023, and recent proposals in
Spain for a similar ban.
Last year we launched the 'I Came By Train' campaign, which aims
to grow the public's awareness of the relative benefits of train
travel and inspire pride in those that take positive action. Having
gained strong early momentum with industry and government
stakeholders, this year we followed up with a new consumer campaign
that celebrates all the heroes who travel by train. We also
launched new features on our Mobile App and on Web to encourage
modal shift, including "Your sustainability story", which informs
and educates customers on their emission savings vs. other forms of
transport.
LEGAL & REGULATORY DEVELOPMENTS
We continue to see encouraging momentum with legal and
regulatory developments in Europe , with particularly strong
emphasis on creating and sustaining level playing field conditions
for independent retailers. This included the Federal Cartel Office
finding Deutsche Bahn in violation of competition law in respect to
its engagement with mobility platforms, as well as Renfe proposing
measures to enhance competition in online rail retailing.
German Federal Cartel Office investigation into Deutsche
Bahn
In June 2023, the German Federal Cartel Office (FCO) published
its decision that Deutsche Bahn (DB) is in violation of competition
law due to the abusing of its market dominance in relation to
mobility platforms. The FCO stated that DB must change certain
practices and contractual clauses, including sharing of real-time
data; lifting of marketing restrictions; and enabling equal
discounting of tickets. In addition, the FCO included a long run
average incremental cost (LRAIC) principle as a critical standard
to establishing the calculation methodology for commissions payable
to independent retailers, which they see as necessary to ensuring a
level playing field regarding remuneration. DB are appealing
against the decision.
Until these principles are reflected in practice in the
underlying contractual arrangements or otherwise codified by
legislation in a way that allows for independent platforms to
operate on a level playing field and with appropriate remuneration,
Trainline will remain unable to sufficiently invest to serve the
German domestic market and offer passengers its broad set of
products and innovations.
EU Commission (DG Comp) formal procedure against Renfe
In April 2023, the European Commission competition authority (DG
Comp) announced it had launched a formal investigation into the
Spanish incumbent carrier Renfe, investigating whether the carrier
had abused its market dominance by refusing to provide third-party
retail platforms like Trainline its full range of tickets,
discounts and features, as well as its real-time data.
In June 2023, Renfe proposed measures to enhance competition in
online ticket sales through a commitment to content, feature and
data parity between its own retail channels and those of third
party ticketing platforms such as Trainline. Renfe's proposed
measures are currently subject to market test by DG Comp and are
expected to be finalised in the coming months.
EU Rail Passenger Rights Regulation (RPRR)
Effective from 7 June 2023, RPRR introduced obligations aimed to
enhance the passenger experience, including by regulating the
provision of accurate and timely journey information, as well as
remediation options in the events of delays or cancellations.
RPRR alone is not enough to create a level playing field, as it
is not comprehensive on scope and access conditions and still
relies on a high degree of cooperation from carriers to achieve its
full potential.
However, the regulation represents an important step forward for
passenger rights as well as third party ticket distributors, who
now have a regulatory right to receive access to critical travel
content such as real time data and fares from carriers. This access
will enable third parties to offer an improved product to rail
passengers throughout the EU, which should help drive
innovation.
Footnotes:
1 Please refer to Note 1d for definition of net ticket sales
2 Adjusted EBITDA (earnings before interest, tax, depreciation
and amortisation) excludes share-based payment charges and
exceptional items
3 Please refer to Note 6 for definitions of adjusted basic
earnings per share, basic earnings per share and diluted earnings
per share
4 Eticket penetration is % of UK industry net ticket sales
fulfilled using a barcode read eticket, and is a subset of online
penetration.
5 Prompted brand awareness measured by YouGov via a monthly
national representative survey of two thousand respondents in each
market.
6 In September 2022, Trainline announced revisions to its
segmentation reporting. This included the introduction of an
internal fee per transaction payable by UK Consumer and
International Consumer businesses to Trainline Solutions in order
to access Platform One. The transaction fee is reflected as contra
revenue to UK Consumer and International Consumer within segmental
reporting. This charge is eliminated on consolidation of the
Group's results and does not form part of total Group revenues.
7 iOS rating as at 16/10/2023
8 Emissions per passenger/km as per https://www.gov.uk/government/publications/greenhouse-gas-reporting-conversion-factors-2021
9 Gross ticket sales are gross value of ticket sales to
customers. Please refer to Note 1d for definition of net ticket
sales.
Statement of Directors' responsibilities in respect of the
results for half year FY2024
The Directors confirm that these condensed consolidated Interim
Financial Statements have been prepared in accordance with UK
adopted International Accounting Standard 34, 'Interim Financial
Reporting' and the Disclosure Guidance and Transparency Rules
sourcebook of the United Kingdom's Financial Conduct Authority and
that the interim management report includes a fair review of the
information required by DTR 4.2.7 and DTR 4.2.8, namely:
-- an indication of important events that have occurred during
the first six months and their impact on the condensed set of
Financial Statements, and a description of the principal risks and
uncertainties for the remaining six months of the financial year;
and
-- material related-party transactions in the first six months
and any material changes in the related-party transactions
described in the last annual report.
The Directors of Trainline plc are listed in the Trainline plc
Annual Report for 28 February 2023. A list of current directors is
maintained on the Trainline plc website:
https://www.trainlinegroup.com/
By order of the Board:
Peter Wood
Chief Financial Officer
2 November 2023
Condensed consolidated income statement
Six months ended Six months ended
31 August 31 August Year ended 28 February
2023 2022 2023
Unaudited Unaudited Audited
Note GBP'000 GBP'000 GBP'000
Continuing operations
Net ticket sales(1) 1d 2,648,665 2,159,176 4,323,298
------------------------------- ----- ----------------- ---------------- -------------------------
Revenue 2 196,932 165,008 327,147
Cost of sales 2 (46,037) (36,505) (74,923)
------------------------------- ----- ----------------- ---------------- -------------------------
Gross profit 2 150,895 128,503 252,224
Administrative expenses (128,258) (111,869) (224,585)
Adjusted EBITDA (1) 1d 56,788 44,952 86,098
Depreciation and amortisation (21,490) (20,276) (41,167)
Share-based payment charges (11,060) (8,042) (17,292)
Exceptional Items 3 (1,601) - -
Operating profit 22,637 16,634 27,639
------------------------------- ----- ----------------- ---------------- -------------------------
Finance income 4 764 3,717 4,721
Finance costs 4 (5,266) (6,792) (10,270)
------------------------------- ----- ----------------- ---------------- -------------------------
Net finance costs 4 (4,502) (3,075) (5,549)
Profit before tax 18,135 13,559 22,090
------------------------------- ----- ----------------- ---------------- -------------------------
Income tax expense 5 (4,491) (1,368) (873)
Profit after tax 13,644 12,191 21,217
------------------------------- ----- ----------------- ---------------- -------------------------
Earnings per share (pence)
Basic 6 2.90p 2.60p 4.53p
Diluted 6 2.87p 2.57p 4.48p
---------------------------- ------ ------ ------
(1) Non-GAAP measures - see note 1d
The notes on pages 20 to 38 form part of the condensed
consolidated interim Financial Statements.
Condensed consolidated statement of other comprehensive income
Six months Six months
ended ended Year ended
31 August 31 August 2022 28 February 2023
2023 Unaudited Audited
Unaudited
GBP'000 GBP'000 GBP'000
Profit after tax 13,644 12,191 21,217
---------- -------------- ---------------
Items that may be reclassified to the
income statement:
Re-measurements of defined benefit obligations - - 16
Exchange differences on translation of foreign operations (1,056) 449 1,873
-------------- ---------------
Other comprehensive (loss)/ income, net of tax (1,056) 449 1,889
---------- -------------- ---------------
Total comprehensive income 12,588 12,640 23,106
========== ============== ===============
The notes on pages 20 to 38 form part of the condensed
consolidated interim Financial Statements.
Condensed consolidated balance sheet
At At At
31 August 31 August 28 February
2023 2022 2023
Unaudited Unaudited Audited
Note GBP'000 GBP'000 GBP'000
Non-current assets
Intangible assets 7 69,155 67,486 66,827
Goodwill 7 418,704 418,407 420,710
Property, plant and equipment 18,575 22,854 21,189
Deferred tax asset 5 26,083 15,070 26,950
532,517 523,817 535,676
------------ ------------ -------------
Current assets
Cash and cash equivalents 119,331 74,923 57,337
Trade and other receivables 53,828 49,519 60,158
173,159 124,442 117,495
------------ ------------ -------------
Current liabilities
Trade and other payables (237,017) (230,569) (200,202)
Loans and borrowings 8 (5,114) (5,668) (4,891)
Current tax payable 5 (1,279) (4,002) (7,642)
------------ ------------ -------------
(243,410) (240,239) (212,735)
------------ ------------ -------------
Net current liabilities (70,251) (115,797) (95,240)
============ ============ =============
Total assets less current liabilities 462,266 408,020 440,436
============ ============ =============
Non-current liabilities
Loans and borrowings 8 (148,453) (135,803) (149,014)
Provisions 9 (808) (925) (778)
(149,261) (136,728) (149,792)
------------ ------------ -------------
Net assets 313,005 271,292 290,644
============ ============ =============
Equity
Share capital 10 4,807 4,807 4,807
Share premium 10 1,198,703 1,198,703 1,198,703
Foreign exchange reserve 10 2,272 1,904 3,328
Other reserves 10 (1,119,208) (1,137,653) (1,128,978)
Retained earnings 10 226,431 203,531 212,784
------------ ------------
Total equity 313,005 271,292 290,644
============ ============ =============
The notes on pages 20 to 38 form part of the condensed
consolidated interim Financial Statements.
Condensed consolidated statement of changes in equity
For the six months ended 31 August 2023:
Share Capital Share Premium Other reserves Foreign Retained Total equity
exchange earnings
reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 March 2023
Audited 4,807 1,198,703 (1,128,978) 3,328 212,784 290,644
Profit after tax - - - - 13,644 13,644
Other
comprehensive
loss - - - (1,056) - (1,056)
Share-based
payments - - 9,773 - - 9,773
Transfer between
reserves - - (3) - 3 -
-------------- -------------- --------------- ---------------- ----------------- -------------
At 31 August
2023
Unaudited 4,807 1,198,703 (1,119,208) 2,272 226,431 313,005
-------------- -------------- --------------- ---------------- ----------------- -------------
For the six months ended 31 August 2022 and year ended 28
February 2023:
Share Capital Share Premium Other reserves Foreign Retained Total equity
exchange earnings
reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 March 2022
Audited 4,807 1,198,703 (1,136,661) 1,455 191,189 259,493
Profit after tax - - - - 12,191 12,191
Other
comprehensive
income - - - 449 - 449
Acquisition of
treasury shares - - (7,900) - - (7,900)
Share-based
payments - - 7,059 - - 7,059
Transfer between
reserves - - (151) - 151 -
At 31 August
2022
Unaudited 4,807 1,198,703 (1,137,653) 1,904 203,531 271,292
-------------- -------------- --------------- ---------------- ----------------- -------------
Profit after tax - - - - 9,026 9,026
Other
comprehensive
income - - - 1,424 16 1,440
Acquisition of
treasury shares - - (47) - - (47)
Share-based
payments - - 8,933 - - 8,933
Transfer between
reserves - - (211) - 211 -
-------------- -------------- --------------- ---------------- ----------------- -------------
At 28 February
2023
Audited 4,807 1,198,703 (1,128,978) 3,328 212,784 290,644
-------------- -------------- --------------- ---------------- ----------------- -------------
The notes on pages 20 to 38 form part of the condensed
consolidated interim Financial Statements.
Condensed consolidated cash flow statement
Six months Six months
ended ended Year ended
31 August 31 August 28 February
2023 2022 2023
Unaudited Unaudited Audited
Note GBP'000 GBP'000 GBP'000
Cash flows from operating activities
Profit before tax 18,135 13,559 22,090
------------------------------------------ ----- ----------- ----------- --------------
Adjustments for:
Depreciation and amortisation 21,490 20,276 41,167
4,
Net finance costs* 8 4,502 3,075 5,549
Share-based payment charges 11,060 8,042 17,292
------------------------------------------ ----- ----------- ----------- --------------
55,187 44,952 86,098
Changes in working capital:
Trade and other receivables 7,805 (3,221) (13,986)
Trade and other payables 34,615 3,579 (29,097)
Cash generated from operating
activities 97,607 45,310 43,015
Taxes (paid)/ refunded (9,989) 1,715 (4,135)
Interest received ** 714 258 726
------------------------------------------ ----- ----------- ----------- --------------
Net cash generated from operating activities 88,332 47,283 39,606
------------------------------------------------- ----------- ----------- --------------
Cash flows from investing activities
Payments for intangible assets (19,916) (15,127) (32,811)
Payments for acquisition of subsidiary
entities, net of cash acquired 12 (519) - -
Payments for property, plant and
equipment (339) (1,097) (2,408)
Net cash flows from investing
activities (20,774) (16,224) (35,219)
------------------------------------------ ----- ----------- ----------- --------------
Cash flows from financing activities
Purchase of treasury shares - (7,900) (7,947)
Proceeds from Revolving Credit
Facility 70,000 40,000 105,000
Repayment of Revolving Credit
Facility and other borrowings (70,000) (25,000) (70,000)
Issue costs and fees (50) (3,242) (3,251)
Buyback of convertible bonds - (23,458) (28,189)
Payments of lease liabilities (1,524) (2,094) (4,501)
Payment of interest on lease liabilities (215) (243) (440)
Interest paid (2,817) (3,198) (6,410)
Net cash flows from financing activities (4,606) (25,135) (15,738)
------------------------------------------------- ----------- ----------- --------------
Net increase/(decrease) in cash
and cash equivalents 62,952 5,924 (11,351)
Cash and cash equivalents at beginning
of the period 57,337 68,496 68,496
Effect of exchange rate changes on
cash (958) 503 192
----------------------------------------- -------- ------- ---------
Closing cash and cash equivalents 119,331 74,923 57,337
----------------------------------------- -------- ------- ---------
*Including gain on convertible bond buyback as disclosed in
notes 4 and 8
** In the comparative periods presented in the cashflow
statement we have reclassified the interest received amounts from
Financing to Operating which more appropriately reflects their
nature. The amounts were immaterial in all periods presented.
The notes on pages 20 to 38 form part of the condensed
consolidated interim Financial Statements.
Notes
(Forming part of the Interim Financial Statements)
1. General information
Trainline plc (the "Company") and subsidiaries controlled by the
Company (together, the "Group") are the leading independent rail
and coach travel platform selling rail and coach tickets worldwide.
The Company is publicly listed on the London Stock Exchange ('LSE')
and is incorporated and domiciled in the United Kingdom. The
Company's registered address is 120 Holborn, London EC1N 2TD.
These Interim Financial Statements for the six months ended 31
August 2023 were approved by the Directors on 2 November 2023. The
Interim Financial Statements have been reviewed, not audited. The
auditor's review report is on page 39.
These condensed consolidated interim financial statements do not
comprise statutory accounts within the meaning of section 434 of
the Companies Act 2006. Statutory accounts for the year ended 28
February 2023 were approved by the board on 4 May 2023 and
delivered to the Registrar of Companies. The report of the auditors
on those accounts was unqualified, did not contain an emphasis of
matter paragraph and did not contain any statement under section
498 of the Companies Act 2006.
a) Basis of preparation
The Interim Financial Statements have been prepared in
accordance with UK-adopted International Accounting Standard 34,
'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority.
These Interim Financial Statements do not include all of the
notes of the type normally included in an Annual Report.
Accordingly, these Interim Financial Statements are to be read in
conjunction with the Annual Report and Group Financial Statements
for the year ended 28 February 2023, which have been prepared in
accordance with UK-adopted International Accounting Standards in
conformity with the requirements of the Companies Act 2006, and any
public announcements made by Trainline plc during the interim
reporting period.
The accounting policies adopted are consistent with those of the
previous financial year and corresponding interim reporting
period.
A number of amended standards became applicable for the current
reporting period. The Group did not have to change its accounting
policies or make retrospective adjustments as a result of adopting
these amended standards.
The Interim Financial Statements have been prepared on a going
concern basis, which assumes that the Group will be able to meet
its liabilities as they fall due over at least the next twelve
months from the date of the approval of these Financial Statements
(the "going concern assessment period").
In adopting this basis of preparation, the Directors have
considered the Group's forecast cash flows, liquidity, borrowing
facilities and covenant requirements for 18 months from the date of
signing of these Interim Financial Statements. These have been
considered in light of the expected operational activities and
principal risks and uncertainties of the Group.
Notes (continued)
1. General information (continued)
During H1 FY2024 the Group has delivered positive adjusted
EBITDA, reduced its net debt, and generated positive cash flows.
Positive adjusted EBITDA of GBP57 million was earned in the period
(FY2023: positive adjusted EBITDA of GBP86 million, H1 FY2023:
positive adjusted EBITDA of GBP45 million) and net debt at 31
August 2023 was GBP37 million (FY2023: GBP100 million, H1 FY2023:
GBP70 million).
As at 31 August 2023 the Group was in a net current liability
position of GBP70 million driven by the negative working capital
cycle (FY2023: GBP95 million net current liability position, H1
FY2023: GBP116 million net current liability position). Group had
in place bank guarantees that could be utilised to settle trade
creditor balances of GBP151 million (FY2023: GBP72 million, H1
FY2023: GBP177 million). Bank guarantees are issued by lenders
under the Group's revolving credit facility and therefore reduce
the Group's remaining available facility. The remaining available
facility at 31 August 2023 was GBP114 million (FY2023: GBP193
million, H1 2023: GBP108 million).
The Directors performed a detailed going concern assessment
using the most recent Board-approved forecasts (the "base case") as
well as considering two severe but plausible downside scenarios,
without any mitigations, and their potential impact on the Group's
forecast. Two severe but plausible downside scenarios were
modelled: (1) a 15% reduction in forecast Group adjusted EBITDA
caused by a circa 8% reduction in UK revenue, or a circa 13%
increase in Group marketing and other administrative expenses; and
(2) a 1% increase above the forecast SONIA interest rate
benchmark.
In the base case and both severe but plausible downside
scenarios the Group is able to continue in operation and meet its
liabilities as they fall due. This includes complying with both the
net debt to adjusted EBITDA and the interest coverage covenant
requirements at the 29 February 2024 and 31 August 2024 test
dates.
Following the assessment described above, the Directors are
confident that the Group has adequate resources to continue to meet
its liabilities as they fall due and to remain in operation for the
going concern assessment period. The Board have therefore continued
to adopt the going concern basis in preparing the Interim Financial
Statements.
b) Basis of measurement
The Interim Financial Statements have been prepared on a
historical cost basis except for the following:
-- Derivative financial instruments are measured at fair value;
-- Financial instruments at fair value through the income statement are measured at fair value.
Notes (continued)
1. General information (continued)
c) Use of judgements and estimates
In preparing the Interim Financial Statements, management has
made judgements, estimates and assumptions that affect the
application of the accounting policies and the reported amounts of
assets, liabilities, income and expenses.
Estimates and underlying assumptions are reviewed on an ongoing
basis. Actual results may differ from these estimates. Revision to
estimates is recognised prospectively.
The following estimate is deemed significant as it has been
identified by Management as one which could result in a material
adjustment in the next financial period:
-- Goodwill impairment test: key assumptions underlying recoverable amounts;
The Group tests goodwill for impairment annually by comparing
the carrying amount against the recoverable amount. The recoverable
amount is the higher of the fair value less costs of disposal and
value in use. There is significant estimation uncertainty in
estimating the future cash flows and the time period over which
they will occur. There is also estimation uncertainty in arriving
at an appropriate discount rate to apply to the cashflows as well
as an appropriate terminal growth rate. Each of these assumptions
have an impact on the overall value of cashflows expected and
therefore the headroom between the cashflows and carrying values of
the cash generating units. As such, each of these constitute
estimates in the assessment of the recoverable amount of goodwill
in respect of both the UK consumer and International consumer
cash-generating units ('CGUs').
Critical accounting judgements are those that the Group has made
in the process of applying the Group's accounting policies and that
have the most significant effect on the amounts recognised in the
financial statements:
-- Capitalisation of internal software development costs;
The Group capitalises internal costs directly attributable to
the development of intangible assets. We consider this a critical
judgement given the application of IAS 38 involves the assessment
of several different criteria that can be subjective and/or complex
in determining whether the costs meet the threshold for
capitalisation. During the period, the Group has capitalised
internal development costs amounting to GBP18.6 million (FY2023:
GBP32.2 million, H1 2023: GBP15.2 million). While the Group makes
judgements in determining the basis for recognition of these
internally developed assets, these judgements are formed in the
context of robust systems and controls.
d) Non-GAAP Measures
When discussing and assessing performance of the Group,
management use certain measures which are not defined under IFRS,
referred to as 'Non-GAAP measures'. These measures are used on a
supplemental basis as they are considered to be indicators of the
underlying performance and success of the Group.
Notes (continued)
1. General information (continued)
The Non-GAAP measures used within these Interim Financial
Statements are:
(i) Net Ticket Sales [1]
Net ticket sales represent the gross value of ticket sales to
customers, less the value of refunds issued, during the accounting
period via B2C or Trainline Solutions channels. The Group acts as
an agent or technology provider in these transactions. Net ticket
sales do not represent the Group's revenue.
Management believes net ticket sales are a meaningful measure of
the Group's operating performance and size of operations as this
reflects the value of transactions powered by the Group's platform.
The rate of growth in net ticket sales may differ to the rate of
growth in revenue due to the mix of commission rates and service
fees.
[1] Net ticket sales is not subject to external review by
auditors or audit as it is a non-statutory measure.
(ii) Adjusted EBITDA
The Group believes that adjusted EBITDA is a meaningful measure
of the Group's operating performance and debt servicing ability
without regard to amortisation and depreciation methods or
share-based payment charges which can differ significantly.
Adjusted EBITDA is calculated as profit/(loss) before net
financing income/(expense), tax, depreciation and amortisation,
exceptional items and share-based payment charges.
Exceptional items are excluded as management believes their
nature could distort trends in the Group's underlying earnings.
This is because they are often one-off in nature or not related to
underlying trade. Share-based payment charges are also excluded as
they can fluctuate significantly period-on-period.
(iii) Adjusted earnings
Adjusted earnings are a measure used by the Group to monitor the
underlying performance of the business, excluding certain non-cash
and exceptional items.
Adjusted earnings is calculated as profit/(loss) after tax with
share-based payments charged in administrative expenses,
exceptional items, gain on repurchase of convertible bonds, and
amortisation of acquired intangibles added back, together with the
tax impact of these adjustments also added back.
Exceptional items are excluded as management believes their
nature could distort trends in the Group's underlying earnings.
This is because they are often one-off in nature or not related to
underlying trade. Share-based payment charges are also excluded as
they can fluctuate significantly period-on-period and are a
non-cash charge to the business . Amortisation of acquired
intangibles is a non-cash accounting adjustment relating to
previous acquisitions and is not linked to the ongoing trade of the
Group. Similarly, gains on repurchase of convertible bonds are
added back as they are one-off in nature and don't relate to the
underlying trade.
Notes (continued)
1. General information (continued)
(iv) Net Debt
Net debt is a measure used by the Group to measure the overall
debt position after taking into account cash held by the Group. Net
debt represents aggregate amount of loans and borrowings as
disclosed in Note 8 ( excluding accrued interest on secured bank
loans) and associated directly attributable transaction costs after
taking into account cash held by the Group.
(v) Operating free cash flow
The Group uses operating free cash flow as a supplementary
measure of liquidity.
The Group defines operating free cash flow as cash generated
from operating activities adding back cash exceptional items, and
deducting cash flows in relation to purchase of property, plant and
equipment and intangible assets, excluding those acquired through
business combinations or trade and asset purchases.
Notes (continued)
2. Operating segments
In accordance with IFRS 8 the Group determines and presents its
operating segments based on internal information that is provided
to the Board, being the Group's chief operating decision maker
("CODM").
The Group's three operating and reporting segments are
summarised as follows:
-- UK Consumer - Travel apps and websites for individual
travellers for journeys within the UK;
-- International Consumer - Travel apps and websites for
individual travellers for journeys outside the UK; and
-- Trainline Solutions (1) - Travel portal platforms for
Trainline's own branded business units, in addition to external
corporates, travel management companies and white label ecommerce
platforms for Train Operating Companies.
(1) The Group's technology platform, UK Trainline Partner
Solutions and International Trainline Partner Solutions are
collectively referred to as 'Trainline Solutions'
As of H1 FY2024, the CODM reviews discrete information by
segment disaggregated to adjusted EBITDA to better assess
performance and to assist in resource-allocation decisions. The
CODM monitors:
-- the three operating segments results at the level of net
ticket sales, revenue and gross profit and adjusted EBITDA (as
shown in this disclosure); and
-- no results at a profit before/after tax level or in relation
to the statement of financial position are reported to the CODM at
a lower level than the consolidated Group.
Notes (continued)
2. Operating Segments (continued)
Segmental analysis for the six months ended 31 August 2023:
UK Consumer International Trainline Total Group
GBP'000 Consumer Solutions GBP'000
GBP'000 GBP'000
------------ -------------- -----------
Net ticket sales
(1) 1,712,486 558,245 377,934 2,648,665
------------ -------------- ----------- ------------
Revenue 101,941 30,036 64,955 196,932
Cost of sales (31,084) (10,055) (4,898) (46,037)
------------ -------------- ----------- ------------
Gross profit 70,857 19,981 60,057 150,895
Marketing costs (13,798) (23,245) (389) (37,432)
Other administrative
expenses (16,632) (6,212) (33,831) (56,675)
---------------------- ------------ -------------- ----------- ------------
Adjusted EBITDA 40,427 (9,476) 25,837 56,788
Depreciation and amortisation (21,490)
Share-based payment charges (11,060)
Exceptional items (1,601)
Operating profit 22,637
------------
Net finance costs (4,502)
------------
Profit before
tax 18,135
------------
Income tax expense (4,491)
Profit after tax 13,644
---------------------- ------------ -------------- -----------
(1) Non - GAAP measures - see note 1d
Segmental analysis for the six months ended 31 August 2022 (2)
:
UK Consumer International Trainline Total Group
GBP'000 Consumer Solutions GBP'000
GBP'000 GBP'000
------------ -------------- -----------
Net ticket sales
(1) 1,433,461 451,787 273,928 2,159,176
------------ -------------- ----------- ------------
Revenue 88,126 23,889 52,993 165,008
Cost of sales (24,633) (7,537) (4,335) (36,505)
------------ -------------- ----------- ------------
Gross profit 63,493 16,352 48,658 128,503
Marketing costs (10,830) (21,687) (146) (32,663)
Other administrative
expenses (14,966) (4,646) (31,276) (50,888)
---------------------- ------------ -------------- ----------- ------------
Adjusted EBITDA 37,697 (9,981) 17,236 44,952
Depreciation and amortisation (20,276)
Share-based payment charges (8,042)
Operating profit 16,634
------------
Net finance costs (3,075)
------------
Profit before
tax 13,559
------------
Income tax expense (1,368)
Profit after tax 12,191
---------------------- ------------ -------------- -----------
(1) Non - GAAP measures - see note 1d
(2) Prior half year comparatives have been recategorized to
reflect final change in group reportable segments in the prior
year.
Notes (continued)
2. Operating Segments (continued)
Segmental analysis for the year ended 28 February 2023:
UK Consumer International Trainline Total Group
GBP'000 Consumer Solutions GBP'000
GBP'000 GBP'000
------------ -------------- -----------
Net ticket sales
(1) 2,811,299 914,506 597,493 4,323,298
------------ -------------- ----------- ------------
Revenue 172,066 45,387 109,694 327,147
Cost of sales (50,211) (15,318) (9,394) (74,923)
------------ -------------- ----------- ------------
Gross profit 121,855 30,069 100,300 252,224
Marketing costs (21,871) (42,517) (459) (64,847)
Other administrative
expenses (28,729) (9,415) (63,135) (101,279)
---------------------- ------------ -------------- ----------- ------------
Adjusted EBITDA 71,255 (21,863) 36,706 86,098
Depreciation and amortisation (41,167)
Share-based payment charges (17,292)
Operating profit 27,639
------------
Net finance costs (5,549)
------------
Profit before
tax 22,090
------------
Income tax expense (873)
Profit after tax 21,217
---------------------- ------------ -------------- -----------
(1) Non - GAAP measures - see note 1d
Notes (continued)
3. Exceptional Items
Exceptional items are costs or credits that, by virtue of their
nature and incidence, have been disclosed separately in order to
improve a reader's understanding of the Financial Statements.
Exceptional items are one-off in nature or are not considered to be
part of the Group's underlying trading performance.
Six months Six months
ended ended Year ended
31 August 31 August 28 February
2023 2022 2023
GBP'000 GBP'000 GBP'000
Restructuring Costs 1,601 - -
Exceptional items 1,601 - -
----------- -------------- --------------
Restructuring Costs
Restructuring costs related to projects being undertaken to
improve operating efficiency. The current projects are expected to
be completed by the end of FY2024. These costs relate to
consultancy fees and people costs in relation to the project and
are non-recurring and incremental in nature.
4. Net finance costs
Net finance costs comprise bank interest income and interest
expense on borrowings and lease liabilities, as well as foreign
exchange gains/losses and gains/losses on the repurchase of
convertible bonds. During the six months ended 31 August 2023, the
Group bought back and cancelled GBPNil (face value) (FY2023:
GBP32.1 million, H1 FY2023: GBP26.7 million) of its own convertible
bonds for GBPNil (FY2023: GBP28.1 million, H1 FY2023: GBP23.4
million), resulting in a gain of GBPNil (FY2023: GBP4.0 million, H1
FY2023: GBP3.3 million).
Six months Six months
ended ended Year ended
31 August 31 August 28 February
2023 2022 2023
GBP'000 GBP'000 GBP'000
Bank interest income 764 257 730
Gain on convertible bond buyback - 3,307 3,987
Foreign exchange gain - 153 4
Finance income 764 3,717 4,721
----------- ----------- --------------
Interest and fees on bank loans (3,407) (6,045) (8,856)
Foreign exchange loss (1,226) - -
Interest and fees on convertible
bonds (417) (473) (886)
Interest on lease liability (216) (274) (528)
Finance costs (5,266) (6,792) (10,270)
----------- ----------- --------------
Net finance costs (4,502) (3,075) (5,549)
=========== =========== ==============
Notes (continued)
5. Taxation
Six months Six months
ended ended Year Ended
31 August 31 August 28 February
2023 2022 2023
GBP'000 GBP'000 GBP'000
Current tax charge 3,624 3,869 14,513
------------------ ----------- --------------
Deferred tax charge/(credit) 867 (2,501) (13,640)
------------------ ----------- --------------
Tax charge 4,491 1,368 873
------------------ ----------- --------------
Effective tax rate % 25% 20% 4%
------------------ ----------- --------------
Deferred tax asset 26,083 15,070 26,950
------------------ ----------- --------------
Current tax payable (1,279) (4,002) (7,642)
================== =========== ==============
UK corporation tax was calculated at 25% (FY2023: 19%, H1
FY2023: 19%) of the taxable profit for the period. Taxation for
territories outside of the UK was calculated at the rates
prevailing in the respective jurisdictions. The corporate tax rate
increased to 25% from 19% on 1 April 2023. The income tax expense
was recognised based on management's best estimate of the annual
income tax rate expected for each jurisdiction for the full
financial year applied to profit before tax for the interim
period.
The total tax charge of GBP4.5 million (FY2023: GBP0.9 million
charge, H1 FY2023: GBP1.4 million charge) consists a current
corporation tax charge of GBP3.6 million (FY2023: GBP14.5 million
charge, H1 FY2023: GBP3.9 million charge) arising in the UK, and a
deferred tax charge of GBP0.9 million (FY2023: GBP13.6 million
credit, H1 FY2023: GBP2.5 million credit).
Deferred tax has been recognised at the tax rates that are
expected to be applied to temporary differences when they are
realised or unwound, based on the tax rates enacted or
substantively enacted at the reporting date. The deferred tax
charge in H1 FY2024 relates to the unwinding of the deferred tax
liabilities arising on acquired intangibles and equity-settled
share-based payment charges. The unwinding of these deferred tax
liabilities does not impact the corporation tax payable in cash by
the Group.
Notes (continued)
6. Earnings per share
This note sets out the accounting policy that applies to the
calculation of earnings per share, and how the Group has calculated
the shares to be included in basic and diluted earnings per share
("EPS") calculations.
The Group calculates earnings per share in accordance with the
requirements of IAS 33 Earnings Per Share. Four types of earnings
per share are reported:
(i) Basic earnings per share
Earnings attributable to ordinary equity holders of the Group
for the period, divided by the weighted average number of ordinary
shares outstanding during the period, adjusted for treasury shares
held.
(ii) Diluted earnings per share
Earnings attributable to ordinary equity holders of the Group
for the period, divided by the weighted average number of shares
outstanding used in the basic earnings per share calculation
adjusted for the effects of all dilutive 'potential ordinary
shares'.
(iii) Adjusted basic earnings per share
Earnings attributable to ordinary equity holders of the Group
for the period, adjusted to remove the impact of exceptional items,
gain on repurchase of convertible bonds, share-based payment
charges, amortisation of acquired intangibles and the tax impact of
these items; divided by the weighted average number of ordinary
shares outstanding during the period, adjusted for treasury shares
held.
(iv) Adjusted diluted earnings per share
Earnings attributable to ordinary equity holders of the Group
for the period, adjusted to remove the impact of exceptional items,
gain on repurchase of convertible bonds, share-based payment
charges, amortisation of intangibles and the tax impact of these
items; divided by the weighted average number of shares outstanding
used in the basic earnings per share calculation adjusted for the
effects of all dilutive 'potential ordinary shares'.
At 31 August At 31 August At 28 February
2023 2022 2023
Weighted average number of
ordinary shares:
Ordinary shares 480,680,508 480,680,508 480,680,508
Treasury shares (10,851,145) (11,953,405) (11,834,556)
------------- ------------- ---------------
Weighted number of ordinary
shares 469,829,363 468,727,103 468,845,952
============= ============= ===============
Dilutive impact of share
options outstanding 5,126,308 5,102,356 4,216,223
------------- ------------- ---------------
Weighted number of dilutive
shares 474,955,671 473,829,459 473,062,175
============= ============= ===============
Notes (continued)
6. Earnings per share (continued)
Six months Six months Year ended
ended 31 ended 31 28 February
August 2023 August 2022 2023
GBP'000 GBP'000 GBP'000
Profit after tax 13,644 12,191 21,217
Earnings attributable to
equity holders 13,644 12,191 21,217
------------- ------------- -------------
Gain on convertible bond
buyback - (3,307) (3,987)
Exceptional items 1,601 - -
Amortisation of acquired
intangibles 3,269 2,665 5,277
Share-based payment charges 11,060 8,042 17,292
Tax impact of the above
adjustments (3,816) (1,413) (3,528)
------------- ------------- -------------
Adjusted earnings 25,758 18,178 36,271
------------- ------------- -------------
Earnings per share (pence)
Basic 2.90p 2.60p 4.53p
Diluted 2.87p 2.57p 4.48p
------------- ------------- -------------
Adjusted earnings per share (pence)
Basic 5.48p 3.88p 7.74p
Diluted 5.42p 3.84p 7.67p
-------- -------- --------
7. Intangible assets and goodwill
Intangible assets
There were total additions to intangible assets of GBP20.1
million during the six months ended 31 August 2023 (FY2023: GBP32.2
million, H1 FY2023: GBP15.2 million). Total additions during the
six months ended 31 August 2023 included GBP18.6 million of
internally developed intangible assets (FY2023: GBP32.2 million, H1
FY2023: GBP15.2 million).
Goodwill
The carrying amount of goodwill as at 31 August 2023 amounted to
GBP418.7 million (FY2023: GBP420.7 million, H1 FY2023: GBP418.4
million). No impairment loss was recognised during the six months
ended 31 August 2023 (FY2023: GBPNil, H1 FY2023: GBPNil).
Notes (continued)
7. Intangible assets and goodwill (continued)
The Group's policy is to test non-financial assets for
impairment annually, or if events or changes in circumstances
indicate that the carrying amount of these assets may not be
recoverable. The Group has considered whether there have been any
indicators of impairment during the six months ended 31 August
2023, which would require an impairment review to be performed. The
Group has considered indicators of impairment with regard to a
number of factors, including those outlined in IAS 36 Impairment of
Assets. Based upon this review, the Group has concluded that there
are no such indicators of impairment as at 31 August 2023.
The Group concluded that there has been no material
deterioration in any of the key assumptions made during the last
annual impairment review based on current strategy and financial
projections for any of the cash-generating units (CGUs) to which
goodwill is allocated.
8. Loans and borrowings
This note details a breakdown of the various loans and
borrowings of the Group.
Accounting policy
Borrowings are recognised initially at fair value less
attributable transaction costs incurred. Subsequent to initial
recognition, interest-bearing borrowings are stated at amortised
cost using the effective interest method. At the date borrowings
are repaid any attributable transaction costs are released as
finance costs.
At At At
31 August 31 August 28 February
2023 2022 2023
GBP'000 GBP'000 GBP'000
Non-current liabilities
Revolving credit facility(1) 57,806 36,913 57,385
Convertible bonds(2) 81,384 86,239 81,105
Lease liabilities 9,263 12,651 10,524
148,453 135,803 149,014
============ =========== =============
Current liabilities
Accrued interest on secured
bank loans 623 1,160 368
Lease liabilities 4,491 4,508 4,523
------------ ----------- -------------
5,114 5,668 4,891
============ =========== =============
1 Included within the revolving credit facility is the principal
amount of GBP60.0 million (FY2023: GBP60.0 million, H1 FY2023:
GBP40.0 million) and directly attributable transaction costs of
GBP2.2 million (FY2023: GBP2.6 million, H1 FY2023: GBP3.1
million).
2 Included within the convertible bonds at 31 August 2023 is the
principal amount of GBP82.7 million (FY2023: GBP82.7 million, H1
FY2023: GBP88.1 million) and directly attributable transaction
costs of GBP1.3 million (FY2023: GBP1.6 million, H1 FY2023: GBP1.9
million). The fair value of this convertible bond, as determined by
the price on the Frankfurt Stock Exchange at 31 August 2023 is
GBP70.1 million. The carrying value is GBP81.4 million. During the
six months ended 31 August 2023, the Group bought back and
cancelled GBPNil (face value) (FY2023: GBP32.1 million, H1 FY2023:
GBP26.7 million) of its own convertible bonds for GBPNil (FY2023:
GBP28.1 million, H1 FY2023: GBP23.4 million), resulting in a gain
of GBPNil (FY2023: GBP4.0 million, H1 FY2023: GBP3.3 million).
Notes (continued)
8. Loans and borrowings (continued)
The revolving credit facility became effective on 26 July 2022,
the total facility amount is GBP325.0 million. The facility allows
draw downs in cash or non-cash to cover bank guarantees. At 31
August 2023 the cash drawn amount is GBP60.0 million (FY2023:
GBP60.0 million, H1 FY2023: GBP40.0 million), the non-cash bank
guarantee drawn amount is GBP151.3 million (FY2023: GBP72.2
million, H1 FY2023: GBP177.4 million) and the undrawn amount on the
facility is GBP113.7 million (FY2023: GBP192.8 million, H1 FY2023:
GBP107.6 million).
The Group's revolving credit facility is secured by a fixed and
floating charge over certain assets of the Group. Interest payable
on the GBP325.0 million facility was at a margin of 1.25% to 2.50%
above SONIA.
The Group was subject to bank covenants, all of which have been
met during the period. In relation to the GBP325.0 million facility
entered into on 26 July 2022: (1) net debt to adjusted EBITDA must
be no more than 3.00:1; and (2) adjusted EBITDA to net finance
charges must be no less than 4:00:1.
9. Provisions
The Group holds provisions in relation to dilapidations.
Accounting policy
Provisions are determined by discounting the expected future
cash flows at a pre-tax rate that reflects current market
assessments of the time value of money and the risks specific to
the liability. The unwinding of the discount is recognised as
finance cost.
The Group provides for the cost of dilapidations in relation to
the offices over the minimum term of the leases. It is expected
that the cash flows in relation to provisions will occur at the end
of the lease terms between 2026 - 2030.
Provisions at 31 August 2023
GBP'000
At 1 March 2022 873
Unwinding of discount 26
Addition 26
--------
At 31 August 2022 925
--------
Unwinding of discount 28
Utilised (175)
--------
At 28 February
2023 778
--------
Unwinding of discount 30
At 31 August 2023 808
--------
Notes (continued)
10. Capital and reserves
Share capital
Share capital represents the number of shares in issue at their
nominal value.
Ordinary shares in the Group have a nominal value of GBP0.01 and
are issued, allotted and fully paid up. The holders of ordinary
shares are entitled to receive dividends as declared from time to
time and are entitled to one vote per share at meetings of the
company.
Shareholding at 31 August 2023, 31 August 2022 and 28 February
2023
Number GBP'000
Ordinary shares - GBP0.01 480,680,508 4,807
480,680,508 4,807
============ ========
Share premium
Share premium represents the amount over the nominal value which
was received by the Group upon the sale of the ordinary shares.
Upon the date of listing the nominal value of shares was GBP1.00
but the initial offering price was GBP3.50. Share premium is stated
net of any direct costs relating to the issue of shares.
Retained earnings
Retained earnings represents the profit the Group makes that is
not distributed as dividends. No dividends have been paid in any
period.
Foreign exchange
The foreign exchange reserve represents the net difference on
the translation of the balance sheets and income statements of
foreign operations from functional currency into reporting currency
over the period such operations have been owned by the Group.
Notes (continued)
10. Capital and reserves (continued)
Other reserves
Merger reserve Treasury reserve Share-based payment reserve Total other reserves
GBP'000 GBP'000 GBP'000 GBP'000
At 1 March 2022 (1,122,218) (21,731) 7,288 (1,136,661)
Addition of treasury shares - (7,900) - (7,900)
Allocation of treasury
shares to fulfil
share-based payment - 42 (132) (90)
Share-based payment charge - - 7,059 7,059
Deferred tax on share-based
payment - - 90 90
Transfer to retained
earnings (1) - - (151) (151)
--------------- ----------------- ---------------------------- ---------------------
At 31 August 2022 (1,122,218) (29,589) 14,154 (1,137,653)
--------------- ----------------- ---------------------------- ---------------------
Addition of treasury shares - (47) - (47)
Allocation of treasury
shares to fulfil
share-based payment - 2,908 (2,770) 138
Share-based payment charge - - 8,106 8,106
Deferred tax on share-based
payment - - 689 689
Transfer to retained
earnings (1) - - (211) (211)
--------------- ----------------- ---------------------------- ---------------------
At 28 February 2023 (1,122,218) (26,728) 19,968 (1,128,978)
--------------- ----------------- ---------------------------- ---------------------
Allocation of treasury
shares to fulfil
share-based payment - 249 (257) (8)
Share-based payment charge - - 9,779 9,779
Deferred tax on share-based
payment - - 2 2
Transfer to retained
earnings (1) - - (3) (3)
At 31 August 2023 (1,122,218) (26,479) 29,489 (1,119,208)
--------------- ----------------- ---------------------------- ---------------------
(1) Transfer to retained earnings relates to the difference
between the share price at grant date of the exercised shares and
the actual cost of the treasury shares purchased to fulfil the
share-based payment
Merger reserve
Prior to the IPO, the ordinary shares of the pre-IPO top
company, Victoria Investments S.C.A., were acquired by Trainline
plc. As the ultimate shareholders their relating rights did not
change as part of this transaction and this was treated as a common
control transaction under IFRS. The balance of the merger reserve
represents the difference between the nominal value of the reserves
in the Victoria Investments S.C.A. Group and the value of reserves
in Trainline plc prior to the restructure.
Treasury reserve
Treasury shares reflect the value of shares held by the Group's
Employee Benefit Trust ('EBT'). At 31 August 2023 the Group's EBT
held 10.8 million shares (FY2023: 10.9 million, H1 FY2023: 12.1
million) which have a historical cost of GBP26.5 million (FY2023:
GBP26.7 million, H1 FY2023: GBP29.6 million).
Notes (continued)
10. Capital and reserves (continued)
Share-based payment reserve
The share-based payment reserve is built up of charges in
relation to equity settled share-based payment arrangements which
have been recognised within the profit and loss account.
11. Related parties
During the period, the Group entered into transactions in the
ordinary course of business with related parties.
Transactions with Key Management Personnel of the Group
Key Management Personnel are defined as the Board of Directors,
including Non-Executive Directors.
During the period, Key Management Personnel have received the
following compensation, including ongoing long term share scheme
incentives, GBP3,018,968 (FY2023: GBP4,660,560, H1 FY2023:
GBP1,837,033).
At 31 August 2023, Key Management Personnel held 436,832 shares
(FY2023: 361,413, H1 FY2023: 2,354,292) in Trainline plc.
12. Business Combination
On 11 July 2023, Trainline.com Limited acquired 100% of the
issued shares in Signal Box Technologies Limited, a company which
holds assets with geolocation technology capability, for
consideration of GBP1,449,106.
Details of the purchase consideration and net assets acquired
are as follows:
At 31 August
2023
GBP'000
Paid consideration
Cash paid 519
Contingent consideration 930
------------------------
Total purchase consideration 1,449
------------------------
The assets and liabilities recognised as a result of the
acquisition are as follows:
At 31 August
2023
GBP'000
Cash and cash equivalents 54
Tangible assets 1,415
Other current assets 14
Current liabilities (34)
----------------------------
Net identifiable assets acquired 1,449
----------------------------
Notes (continued)
12. Business Combination (continued)
Acquisition related costs
Acquisition related costs of GBP6,500 are included in
administrative expenses in profit or loss.
Contingent consideration
The contingent consideration is comprised of the Deferred
Consideration (GBP280,000) and Earnout Consideration (GBP650,000).
The deferred consideration imposes some service requirements and
the earnout consideration is based on four specific criterion which
will become payable upon satisfaction of those criterion.
13. Principal risks and uncertainties
The principal risks and uncertainties that the Group faces for
the rest of the financial year are consistent with those previously
reported and are summarised below:
-- Regulatory and political environment : Trainline's operations
could be affected by policy and legislative changes enacted by
governments and regulators. Our results and performance may be
negatively impacted if unfavourable measures are implemented in our
key markets.
-- Market shock and economic disruption: Though Trainline is not
significantly exposed to inflation and interest spikes directly,
adverse economic conditions may impact the spending power of our
customers and may therefore affect our financial results.
Significant geopolitical events or disruptions in our markets
(e.g., rail strikes) could damage our operational results and
profitability.
-- Technology Operations and Security: As an online retailing
platform, our operations depend on the uptime, availability and
security of our technology infrastructure and systems. Significant
disruptions to our products and services, including potential
security incidents, could significantly impact our financial
results and reputation. As we work closely with key third-party
technology service providers, a potential failure or outage at
these providers may reverberate across our systems infrastructure
and product portfolio. Any potential loss or compromise of our
critical customer data may also lead to significant financial
penalties, and a loss of employee and customer confidence.
-- Competitive landscape: As we operate in the fast-moving
technology sector, we are faced with new and emerging technologies
as well as new entrants in our markets. As part of our
international expansion in Europe, we undertake targeted branding
and marketing activities. If these campaigns were to be
unsuccessful, our long-term expansion and growth strategy may be at
risk. Failure to ensure that our technology and user experience
meet the needs of our customers and that Trainline's offering
remains ahead of competitor products could have an adverse impact
on our results.
-- People: Our business depends on hiring and retaining first
class talent in the competitive tech industry. Inability to attract
and retain critical skills and capabilities could hinder our
ability to deliver on our strategic objectives.
-- Compliance: The Group works within various licence terms and
with licensing bodies and regulatory structures in order that it
may retail rail and coach tickets to customers across the world.
Should Trainline not comply with licences, legislation, regulatory
requirements, or other such frameworks, this could affect the
Group's ability to conduct business operations and its reputation
with customers.
Notes (continued)
13. Principal risks and uncertainties (continued)
-- Supply and partnership: Trainline retails rail and coach
tickets across many countries and to customers across the world. We
therefore rely on secure, reliable, and timely data from our rail
and coach carrier partners. A unilateral termination or amendment
by a rail or coach carrier of the contractual and licence terms,
including a significant reduction in our commissions or the
availability of timely carrier data, would have a material impact
on our operations and financial results.
14. Post balance sheet events
In order to optimise capital allocation to create greater value
for its shareholders, on 14 September 2023 Trainline plc formally
announced the commencement of a share buyback programme for up to a
maximum consideration of GBP50 million.
There were no other significant events identified after the
balance sheet date.
Independent review report to Trainline plc
Report on the condensed consolidated interim financial
statements
Our conclusion
We have reviewed Trainline plc's condensed consolidated interim
financial statements (the "interim financial statements") in the
Results for half year FY2024 of Trainline plc for the 6 month
period ended 31 August 2023 (the "period").
Based on our review, nothing has come to our attention that
causes us to believe that the interim financial statements are not
prepared, in all material respects, in accordance with UK adopted
International Accounting Standard 34, 'Interim Financial Reporting'
and the Disclosure Guidance and Transparency Rules sourcebook of
the United Kingdom's Financial Conduct Authority.
The interim financial statements comprise:
-- the Condensed consolidated balance sheet as at 31 August 2023;
-- the Condensed consolidated income statement and Condensed
consolidated statement of other comprehensive income for the period
then ended;
-- the Condensed consolidated cash flow statement for the period then ended;
-- the Condensed consolidated statement of changes in equity for the period then ended; and
-- the explanatory notes to the interim financial statements.
The interim financial statements included in the Results for
half year FY2024 of Trainline plc have been prepared in accordance
with UK adopted International Accounting Standard 34, 'Interim
Financial Reporting' and the Disclosure Guidance and Transparency
Rules sourcebook of the United Kingdom's Financial Conduct
Authority.
Basis for conclusion
We conducted our review in accordance with International
Standard on Review Engagements (UK) 2410, 'Review of Interim
Financial Information Performed by the Independent Auditor of the
Entity' issued by the Financial Reporting Council for use in the
United Kingdom ("ISRE (UK) 2410"). A review of interim financial
information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying
analytical and other review procedures.
A review is substantially less in scope than an audit conducted
in accordance with International Standards on Auditing (UK) and,
consequently, does not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in
an audit. Accordingly, we do not express an audit opinion.
We have read the other information contained in the Results for
half year FY2024 and considered whether it contains any apparent
misstatements or material inconsistencies with the information in
the interim financial statements.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than
those performed in an audit as described in the Basis for
conclusion section of this report, nothing has come to our
attention to suggest that the directors have inappropriately
adopted the going concern basis of accounting or that the directors
have identified material uncertainties relating to going concern
that are not appropriately disclosed. This conclusion is based on
the review procedures performed in accordance with ISRE (UK) 2410.
However, future events or conditions may cause the group to cease
to continue as a going concern.
Responsibilities for the interim financial statements and the
review
Our responsibilities and those of the directors
The Results for half year FY2024, including the interim
financial statements, is the responsibility of, and has been
approved by the directors. The directors are responsible for
preparing the Results for half year FY2024 in accordance with the
Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority. In preparing the Results for
half year FY2024, including the interim financial statements, the
directors are responsible for assessing the group's ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the
group or to cease operations, or have no realistic alternative but
to do so.
Our responsibility is to express a conclusion on the interim
financial statements in the Results for half year FY2024 based on
our review. Our conclusion, including our Conclusions relating to
going concern, is based on procedures that are less extensive than
audit procedures, as described in the Basis for conclusion
paragraph of this report. This report, including the conclusion,
has been prepared for and only for the company for the purpose of
complying with the Disclosure Guidance and Transparency Rules
sourcebook of the United Kingdom's Financial Conduct Authority and
for no other purpose. We do not, in giving this conclusion, accept
or assume responsibility for any other purpose or to any other
person to whom this report is shown or into whose hands it may come
save where expressly agreed by our prior consent in writing.
PricewaterhouseCoopers LLP
Chartered Accountants
Reading
2 November 2023
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END
IR UARRRONUARUA
(END) Dow Jones Newswires
November 02, 2023 03:00 ET (07:00 GMT)
Trainline (LSE:TRN)
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