TIDMTRCS
RNS Number : 4587I
Tracsis PLC
02 April 2020
Tracsis plc
('Tracsis', 'the Company' or 'the Group')
Unaudited Interim results for the six months ended 31 January
2020
Tracsis, a leading provider of software, hardware and services
for the rail, traffic data and wider transport industries, is
pleased to announce its unaudited interim results for the six
months ended 31 January 2020.
Financial Highlights:
-- Revenue increased 41% to GBP26.4m (2019: GBP18.8m)
-- Adjusted EBITDA* of GBP5.6m (2019: GBP4.2m), after adoption
of IFRS 16 in the current period
-- Adjusted EBITDA* increased 23% to GBP5.2m (2019: GBP4.2m) on
a like for like basis, excluding IFRS 16
-- Operating profit before exceptional items increased 8% to GBP2.6m (2019: GBP2.4m)
-- Cash balances of GBP26.0m (31 July 2019: GBP24.1m, 31 January 2019: GBP18.7m)
-- Interim dividend deferred, pending a further review later in the year
Operational Highlights:
-- Strong H1 performance from all parts of the Group especially
our Traffic and Data division which had a strong start to the
year
-- Acquired businesses in 2019, Compass Informatics, CTM and
Bellvedi all performed well with integration and synergy savings
already being realised
-- Continued investment in technology base across all areas of the business
-- Several large tenders in the final stages of negotiation
across our Rail Technology division
Post period end Highlights:
-- Acquisition of iBlocks Limited in March 2020 which adds new
capabilities and products to our Rail Technology product offering
especially in the areas of smart ticketing
-- Important initial contract win for OnTrac (our risk and
safety management software business) which is expected to result
later this year in a multi-year enterprise wide licence
deployment
-- Covid-19 has had an immediate impact on our Events and
Traffic Data business units and as a result we have taken a series
of immediate actions to mitigate the impact as much as possible
Chris Barnes, Chief Executive Officer, commented:
"We are pleased with the first half performance which was in
line with expectations. All of the acquisitions from 2019 performed
well, and we were also delighted in March to have completed the
iBlocks acquisition which increases our rail technology product
portfolio and takes us into exciting new areas of the rail
industry. Despite the recent Covid-19 crisis, our Rail Technology
& Services business currently remains resilient and we are in
the final stages of negotiating several large multi-year software
and hardware contract opportunities. Our Traffic & Data
Services division is however being majorly impacted by Covid-19 and
as a result we have taken a series of actions to mitigate the
impact on the business as much as possible, with the full year
outcome currently under review. The Group continues to have
substantial cash balances and strong cash flow."
(*) EBITDA full definition and reconciliation is presented at
note 9. Reconciliation of the impact of IFRS 16 is included in note
3
Enquiries:
Tracsis plc Tel: 0845 125 9162
Chris Barnes, CEO / Max Cawthra, CFO
finnCap Ltd Tel: 020 7220 0500
Christopher Raggett / Charlie Beeson, Corporate Finance
Andrew Burdis, Corporate Broking
The information communicated in this announcement is inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) No. 596/2014.
Chairman & Chief Executive Officer's Report
Introduction
The Group has reported a further period of growth, with a strong
performance across both divisions which is in line with
expectations, and provides a good platform for delivery of full
year results.
The Group adopted IFRS 16 for the first time this period, and
the impact of this on the Income Statement is summarised below. The
impact on the Balance Sheet as at 31 January 2020 was to recognise
a 'Right of Use Asset' of GBP1.0m, and a 'Lease Liability' of
GBP1.1m.
2020 2020 2019
As reported Pre- IFRS Pre- IFRS
16 16
GBPm GBPm GBPm
-------------------------- ------------ ---------- ----------
Revenue 26.4 26.4 18.8
Adjusted EBITDA (note 9) 5.6 5.2 4.2
Adjusted Pre-Tax Profit
(note 9) 4.8 4.8 3.9
Profit before tax 2.4 2.4 2.1
-------------------------- ------------ ---------- ----------
Trading Progress and Prospects
A summary of performance in the period is as follows:
Rail Technology & Services
Summary segment results:
Revenue GBP11.9m (H1 2019: GBP9.9m)
EBITDA GBP4.1m (H1 2019: GBP3.5m)
Profit before Tax GBP3.9m (H1 2019: GBP3.5m)
Software & Consultancy
Total revenues from the Group's rail software, hosting and
consulting offerings were GBP9.6m (2019: GBP7.9m) taking account of
all of the various revenue streams. The revenue contribution from
Bellvedi was GBP0.7m, and therefore like for like revenues were
GBP8.9m giving organic growth of some 13% on the previous period.
Software sales again benefited from high renewal rates for existing
products, and also income from multi-year contract wins from
previous years which we are currently implementing for our clients.
Bellvedi has performed well since acquisition and remains a key
part of our TRACS Enterprise offering.
As highlighted previously, the Group continues to invest heavily
in our technology base, and continues to make good progress
developing the next generation of products for the transport
industry. We remain focused on the following key areas:
-- Operational performance software - TRACS Enterprise and a
range of standalone product solutions
-- Safety and Risk Management Software - Rail Hub and VR on demand capability
-- RCM data acquisition software - Centrix
-- Activity Based Ticketing software - smartTIS
-- Automated Delay Repay software - One Click and smartREPAY
During the Covid-19 crisis, we currently continue to work
remotely on a business as usual basis with all of our rail clients.
We continue to see good levels of interest in our software
solutions and we are in the final stages of negotiating several
large multi-year software licencing contracts which we expect to
close over the coming weeks. We do though expect an impact in our
delay repay businesses where revenues will be impacted by the
significant decline in rail passenger numbers.
Remote Condition Monitoring
Revenues of GBP2.3m were ahead of the previous year (2019:
GBP2.0m), which represents very good trading in the core UK market
and organic growth of 15% on the previous period. As we entered the
new Network Rail Control period, past experience would suggest a
sharp reduction in revenues in the first year, but this has not
materialised as yet. Our Remote Condition Monitoring business
benefited from an extremely strong second half performance in 2019
and this is unlikely to repeat in 2020 given the buying patterns of
the business' key customer, but nonetheless current trading remains
solid and in line with expectations.
We are expecting imminent product type approval of a new RCM
product which is designed to support Network Rail and others in
their implementation of a risk-based maintenance approach linked to
broader condition monitoring.
Our key concern with regards Covid-19 is whether we will be
impacted by the closure of partner production facilities in the UK
due to the future tightening of government lockdown restrictions,
and we continue to monitor this situation.
Traffic & Data Services (T&DS)
Summary segment results:
Revenue GBP14.5m (H1 2019: GBP8.9m)
EBITDA GBP1.5m (H1 2019: GBP0.7m)
Profit before Tax GBP0.9m (H1 2019: GBP0.2m)
Our Traffic & Data Services division has historically been
highly second-half weighted given the timing of our events work and
also the timing of other traffic surveys. However, H1 performance
was good and ahead of expectations, with organic growth of 6%.
There was also a very strong contribution from the acquired
businesses CTM and Compass Informatics, where integration is
progressing well. These businesses contributed around GBP5.1m of
additional revenue versus the same period last year which was ahead
of expectations.
Our Traffic Data business performed well in H1 with an
increasing focus on data analytics and the utilisation of the
technology solutions developed in partnership with Vivacity Labs.
The business secured a large multi-year contract in Ireland and
continues to win work across a wide UK transport client base.
Compass Informatics has performed well in the period, working on
a combination of long term projects with its Irish client base, and
also exciting projects for UK based utility companies. We have also
invested in a business development team to pursue opportunities in
the UK which seeks to exploit cross selling opportunities with our
existing UK traffic and transport client base.
Our events businesses SEP and CTM both performed well in H1, in
particular CTM which has delivered a very strong first half
performance supported by multi-year client contracts at fixed
venues and also some other positive trading.
We have also been investing in our technology base with a focus
in three areas:
-- Automated rail passenger counts software - PCDS
-- Event traffic monitoring and management - Tracsis Live Technology (TLT)
-- Traffic insights / path tracing - Felicity portal
Covid-19 has had an immediate impact on our events and traffic
data business units, which will have a major impact on H2
performance. A number of large UK events have now been cancelled or
postponed to the Autumn and this trend is continuing. We are also
seeing significant disruption to our Traffic Data collection and
Passenger Analytics activities that were scheduled to take place
over the coming weeks, given road traffic and rail passenger
activity will be heavily reduced and hence not representative. As a
result, we have taken a series of immediate actions to mitigate the
impact as much as possible through a reduction in casual labour
costs, the redeployment of staff, reducing all discretionary spend,
and taking advantage of the Government's Job Retention scheme. We
continue to look at a range of medium to long term structures for
this Division depending on the full impact of the Covid-19
crisis.
Overseas
The acquisition of Compass Informatics during the previous year,
has increased our Ireland presence significantly. Slow progress
continues to be made in other geographic areas where we operate,
though we continue to be fully occupied servicing our core UK
market in the short term.
Acquisitions
On 10 March we completed the acq uisition of iBlocks Limited, a
UK based software company that specialises in the provision of
smart ticketing solutions, automated delay repay and the
development of mission critical back office systems that are used
by the Rail Delivery Group, the wider community of train operating
companies (TOCs) and the rail supply chain. This acquisition
strategically aligns with our objective of strengthening our rail
product portfolio in areas where we can offer a unique market
proposition, gain access to strategically important partnerships
and leverage the cross-selling opportunities that exist across our
Rail Technology division.
Dividend
The Board has decided to defer the payment of the interim
dividend in view of the current Covid-19 crisis, and this decision
will be reviewed later in the year once the Group has more clarity
about the ongoing effects of the pandemic on the business. The
Board will consider what actions are in the best interests of
shareholders, and this could result in the combination of an
interim and full year dividend for the year ended 31 July 2020, or
the retention of cash in the business to invest in future growth
opportunities. The interim dividend would have had a cash cost of
around GBP0.3m had it been paid, which has therefore been retained
in the business.
Income statement
A summary of the Group's results is set out below.
Unaudited Unaudited Unaudited Audited
Six months Six months Six months Year
ended ended ended ended
31 January 31 January 31 January 31 July
2020 2020 2019 2019
As reported(1) Pre- IFRS Pre- IFRS Pre- IFRS
16 16 16
GBP'000 GBP'000 GBP'000 GBP'000
-------------------------- --------------- ----------- ----------- ----------
Revenue 26,365 26,365 18,750 49,219
Adjusted EBITDA (note 9) 5,586 5,230 4,239 10,514
Adjusted Pre-Tax Profit
(note 9) 4,805 4,766 3,873 9,683
Profit before tax 2,419 2,396 2,121 6,559
-------------------------- --------------- ----------- ----------- ----------
(1) The results for the six month period ended 31 January 2020
are not directly comparable with the prior year due to the adoption
of IFRS 16 leases. Further details are provided in note 3 to the
financial statements, which sets out the impact of the adoption of
IFRS 16 on the primary statements.
Sales revenue is analysed further below:
Unaudited Unaudited Audited
Six months Six months Year
ended Ended Ended
31 January 31 January 31 July
2020 2019 2019
GBP'000 GBP'000 GBP'000
---------------------------- ----------- ----------- --------
Rail Technology & Services 11,878 9,895 21,934
Traffic & Data Services 14,487 8,855 27,285
Total revenue 26,365 18,750 49,219
---------------------------- ----------- ----------- --------
Balance sheet
The Group continues to have significant levels of cash and
remains debt free. Cash balances at 31 January were GBP26.0m (31
January 2019: GBP18.7m, 31 July 2019: GBP24.1m). Cash generation
was good, though was naturally impacted by the unwinding of the
positive year end working capital movements from the previous year
end where cash generation was extremely strong, which were fully
anticipated, and related to larger than previous VAT payments given
the increased seasonal event work, revenue in advance and also
staff bonuses. A summary of cash flows is set out below:
Six months Six months Year
ended ended ended
31 January 31 January 31 July
2020 2019 2019
GBP'000 GBP'000 GBP'000
------------------------------ ----------- ----------- --------
Net cash flow from operating
activities 2,670 2,400 12,374
Net cash used in investing
activities (222) (3,937) (7,723)
Net cash used in financing
activities (507) (2,089) (2,876)
Movement during the period 1,941 (3,626) 1,775
------------------------------ ----------- ----------- --------
Outlook
The Board was pleased with the first half performance. We have
secured a number of new contract wins which will help to secure
future organic growth, and we are pleased to have secured the
recent iBlocks acquisition, which adds an exciting new product
range to our portfolio and enhances our overall Rail Technology
& Services offering which is well aligned to our future growth
strategy. Covid-19 clearly presents us with some significant
challenges to H2 performance and therefore full year outturn, in
particular within our Traffic & Data Services Division where
the impact has been most felt, though our Rail Technology &
Services Division currently remains resilient. The Group has
substantial cash balances and strong cash flow, and the Board
remain confident in the long term prospects for the business post
Covid-19, in view of the positive growth drivers in the transport
markets that the Group currently serves. Our key priority during
these unprecedented times is the health and wellbeing of our
employees, our clients and their families.
Chris Cole Chris Barnes
Non-Executive Chairman Chief Executive Officer
2 April 2020
Tracsis plc
Condensed consolidated interim income statement for the six
months ended 31 January 2020
Unaudited Unaudited
6 months 6 months Audited
ended 31 ended 31 Year ended
January January 31 July
2020 2019 2019
Note
GBP'000 GBP'000 GBP'000
Revenue 4 26,365 18,750 49,219
Cost of sales (10,463) (7,107) (20,163)
------------------------------- ----- ----------------------------------------------- ---------- -------------
Gross profit 15,902 11,643 29,056
Administrative costs (13,291) (9,411) (22,360)
Adjusted EBITDA * 4 5,586 4,239 10,514
Depreciation (781) (366) (831)
------------------------------- ----- ----------------------------------------------- ---------- -------------
Adjusted profit ** 4,805 3,873 9,683
Amortisation of intangible
assets (1,628) (990) (2,251)
Other operating income - - 260
Share-based payment charges (566) (474) (1,034)
------------------------------- ----- ----------------------------------------------- ---------- -------------
Operating profit before
exceptional
items 2,611 2,409 6,658
Exceptional items - (177) 38
------------------------------- ----- ----------------------------------------------- ---------- -------------
Operating profit 2,611 2,232 6,696
Finance income 42 29 58
Finance expense (30) (9) (21)
Share of result of equity
accounted investees (204) (131) (174)
Profit before tax 2,419 2,121 6,559
Taxation (472) (424) (1,488)
------------------------------- ----- ----------------------------------------------- ---------- -------------
Profit for the period 1,947 1,697 5,071
------------------------------- ----- ----------------------------------------------- ---------- -------------
Other comprehensive income (71) - 17
Total recognised income for
the period 1,876 1,697 5,088
------------------------------- ----- ----------------------------------------------- ---------- -------------
Earnings per ordinary share
Basic 5 6.76p 5.97p 17.78p
Diluted 5 6.56p 5.78p 17.26p
* Earnings before finance income, tax, depreciation,
amortisation, exceptional items, other operating income, and
share-based payment charges and share of result of equity accounted
investees - see note 9
** Earnings before finance income, tax, amortisation,
exceptional items, other operating income, share-based payment
charges, and share of result of equity accounted investees. - see
note 9
Tracsis plc
Condensed consolidated interim balance sheet as at 31 January
2020
Unaudited Unaudited Audited
At 31 January At 31
At 31 January July
2020 2019 2019
Note GBP'000 GBP'000 GBP'000
------------------------------------------- ----- -------------- -------------- --------
Non-current assets
Property, plant and equipment 2,579 2,476 2,678
Right of Use assets 985 - -
Intangible assets 37,184 31,550 38,812
Investments - equity 350 350 350
Loans due from associated undertakings 250 250 250
Investments in equity accounted investees 894 1,141 1,098
Deferred tax assets 744 634 667
------------------------------------------- ----- -------------- --------------
42,986 36,401 43,855
------------------------------------------- ----- -------------- -------------- ----------
Current assets
Inventories 384 357 381
Trade and other receivables 8,452 8,330 9,729
Cash and cash equivalents 26,045 18,703 24,104
------------------------------------------- ----- -------------- -------------- ----------
34,881 27,390 34,214
------------------------------------------- ----- -------------- -------------- ----------
Total assets 77,867 63,791 78,069
------------------------------------------- ----- -------------- -------------- ----------
Non-current liabilities
Finance lease and hire-purchase contracts 270 138 285
Lease Liabilities 419 - -
Contingent consideration payable 10 4,975 2,700 5,304
Deferred tax liabilities 5,701 4,520 5,942
11,365 7,358 11,531
------------------------------------------- ----- -------------- -------------- ----------
Current liabilities
Finance lease and hire-purchase contracts 287 119 277
Lease liabilities 644 - -
Trade and other payables 13,329 10,879 16,936
Contingent consideration payable 10 1,151 834 879
Current tax liabilities 793 495 505
------------------------------------------- ----- -------------- -------------- ----------
16,204 12,327 18,597
------------------------------------------- ----- -------------- -------------- ----------
Total liabilities 27,569 19,685 30,128
------------------------------------------- ----- -------------- -------------- ----------
Net assets 50,298 44,106 47,941
------------------------------------------- ----- -------------- -------------- ----------
Equity attributable to equity holders of the Company
Called up share capital 115 114 115
Share premium reserve 6,364 6,314 6,343
Merger reserve 3,921 3,627 3,921
Retained earnings 39,952 34,051 37,545
Translation reserve (54) - 17
------------------------------------------- ----- -------------- -------------- ----------
Net assets 50,298 44,106 47,941
------------------------------------------- ----- -------------- -------------- ----------
Tracsis plc - Consolidated statement of changes in equity
For the six months ended 31 January 2020
Share
Share Premium Merger Retained Translation
Capital Reserve Reserve Earnings Reserve Total
Unaudited GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------------------- ---------- ---------- ---------- ----------- -------------- --------
At 1 August 2018 113 6,243 3,160 32,593 - 42,109
Impact on initial application
of IFRS 15 (net of tax) - - - (713) - (713)
Adjusted balances at
1 August 2018 113 6,243 3,160 31,880 - 41,396
Total comprehensive income
for the period
Profit for the six month
period ended 31 January
2019 and total comprehensive
income - - - 1,697 - 1,697
-------------------------------- ---------- ---------- ---------- ----------- -------------- --------
Total Comprehensive income
for the period - - - 1,697 - 1,697
-------------------------------- ---------- ---------- ---------- ----------- -------------- --------
Transactions with owners
of the Company
Share based payment charges - - - 474 - 474
Exercise of share options 1 71 - - - 72
Shares issued as consideration
for business combinations - - 467 - - 467
-------------------------------- ---------- ---------- ---------- ----------- -------------- --------
Total transactions with
owners of the Company 1 71 467 474 - 1,013
-------------------------------- ---------- ---------- ---------- ----------- -------------- --------
At 31 January 2019 114 6,314 3,627 34,051 - 44,106
-------------------------------- ---------- ---------- ---------- ----------- -------------- --------
Audited
-------------------------------- ---- ------ ------ ------- ----- -------
At 1 August 2018 113 6,243 3,160 32,593 - 42,109
Impact on initial application
of IRS 15 (net of tax) - - - (667) - (667)
Adjusted balances at 1
August 2018 113 6,243 3,160 31,926 - 41,442
Total comprehensive income
for the period
Profit for the year ended
31 July 2019 - - - 5,071 - 5,071
Other comprehensive income
for the year ended 31
July 2019 - - - - 17 17
-------------------------------- ---- ------ ------ ------- ----- -------
Total Comprehensive income
for the period - - - 5,071 17 5,088
-------------------------------- ---- ------ ------ ------- ----- -------
Transactions with owners
of the Company
Dividends - - - (486) (486)
Share based payment charges - - - 1,034 1,034
Exercise of share options 1 100 - - 101
Shares issued as consideration
for business combinations 1 - 761 - 762
-------------------------------- ---- ------ ------ ------- ----- -------
Total transactions with
owners of the Company 2 100 761 548 - 1,411
-------------------------------- ---- ------ ------ ------- ----- -------
At 31 July 2019 115 6,343 3,921 37,545 17 47,941
-------------------------------- ---- ------ ------ ------- ----- -------
Tracsis plc - Consolidated statement of changes in equity
(continued)
For the six months ended 31 January 2020
Unaudited Share
Share Premium Merger Retained Translation
Capital Reserve Reserve Earnings Reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 August
2019 115 6,343 3,921 37,545 17 47,941
Impact on
initial
application
of IFRS 16
(net of
tax) - note 3 - - - (106) - (106)
--------------- ---------- --------- ---------- ----------- ------------- --------
Adjusted
balances at
1 August 2019 115 6,343 3,921 37,439 17 47,835
--------------- ---------- --------- ---------- ----------- ------------- --------
Total
comprehensive
income for the
period
Profit for the
six
month period
ended
31 January
2020 - - - 1,947 - 1,947
Other
comprehensive
income for
the period
ended 31
January 2020 - - - - (71) (71)
--------------- ---------- --------- ---------- ----------- ------------- --------
Total
Comprehensive
income for
the period - - - 1,947 (71) 1,876
--------------- ---------- --------- ---------- ----------- ------------- --------
Transactions
with owners
of the Company
Share based
payment
charges - - - 566 - 566
Exercise of
share options - 21 - - - 21
--------------- ---------- --------- ---------- ----------- ------------- --------
Total
transactions
with owners
of the
Company - 21 - 566 - 587
--------------- ---------- --------- ---------- ----------- ------------- --------
At 31 January
2020 115 6,364 3,921 39,952 (54) 50,298
--------------- ---------- --------- ---------- ----------- ------------- --------
Tracsis plc
Condensed consolidated interim statement of cash flows for the
six months to 31 January 2020
Unaudited Unaudited
Six months Six months Audited
to to Year ended
31 July
31 Jan 2020 31 Jan 2019 2019
Note GBP'000 GBP'000 GBP'000
--------------------------------------------- ----- ------------ ------------ ------------
Operating activities
Profit for the period 1,947 1,697 5,071
Finance income (42) (29) (58)
Finance expense 30 9 21
Depreciation 781 366 831
Loss on disposal of plant & equipment - - 12
Non-cash exceptional items - - (99)
Other operating income - - (260)
Amortisation of intangible assets 1,628 990 2,251
Effect of foreign exchange adjustments (71) - 17
Share of result of equity accounted
investees 204 131 174
Income tax charge 472 424 1,488
Share based payment charges 566 474 1,034
--------------------------------------------- ----- ------------ ------------ ------------
Operating cash inflow before changes
in working capital 5,515 4,062 10,482
Movement in inventories (3) (104) (128)
Movement in trade and other receivables 1,219 (126) (1,349)
Movement in trade and other payables (3,571) (847) 4,877
--------------------------------------------- ----- ------------ ------------ ------------
Cash generated from operations 3,160 2,985 13,882
Interest received 42 29 58
Interest paid (30) (9) (21)
Income tax paid (502) (605) (1,545)
--------------------------------------------- ----- ------------ ------------ ------------
Net cash flow from operating activities 2,670 2,400 12,374
--------------------------------------------- ----- ------------ ------------ ------------
Investing activities
Purchase of plant and equipment (222) (445) (731)
Proceeds from disposal of plant and
equipment - - 165
Acquisition of subsidiaries (net of
cash acquired) - (3,092) (6,757)
Equity investments and loans to investments - (400) (400)
Net cash flow used in investing activities (222) (3,937) (7,723)
--------------------------------------------- ----- ------------ ------------ ------------
Financing activities
Dividends paid - - (486)
Proceeds from the exercise of share
options 21 72 101
Lease Liability payments (323) - -
Hire purchase repayments (148) (96) (342)
Payment of contingent consideration 10 (57) (2,065) (2,149)
--------------------------------------------- ----- ------------ ------------ ------------
Net cash flow used in financing activities (507) (2,089) (2,876)
--------------------------------------------- ----- ------------ ------------ ------------
Net increase/(decrease) in cash and
cash equivalents 1,941 (3,626) 1,775
Cash and cash equivalents at beginning
of period 24,104 22,329 22,329
Cash and cash equivalents at end of
period 26,045 18,703 24,104
--------------------------------------------- ----- ------------ ------------ ------------
Notes to the consolidated interim report
For the six months ended 31 January 2020
1 Basis of preparation
Tracsis plc (the 'Company') is a company domiciled in England.
The condensed consolidated interim financial report of the Company
as at and for the six months ended 31 January 2020 comprises the
Company and its subsidiaries (together referred to as the 'Group').
The principal activities of the Group are the provision of
software, services and technology for the rail industry ('Rail
Technology & Services'), along with traffic surveys, event
planning and traffic management, and data analytics including
software development ('Traffic Data & Services') (see note
4).
The condensed consolidated interim financial information should
be read in conjunction with the annual financial statements for the
year ended 31 July 2019, which have been prepared in accordance
with International Financial Reporting Standards ("IFRS") as
adopted by the European Union.
The interim financial information for each of the six month
periods ended 31 January 2020 and 31 January 2019 has not been
audited and does not constitute statutory accounts within the
meaning of section 435 of the Companies Act 2006. The information
for the year ended 31 July 2019 does not constitute statutory
accounts within the meaning of section 435 of the Companies Act
2006, but is based on the statutory accounts for that year, on
which the Group's auditors issued an unqualified report and which
have been filed with the Registrar of Companies.
The principal risks and uncertainties are largely unchanged from
the previous year end with the exception of the Covid-19 threat
which is new in the current year. These risks and uncertainties are
expected to be unchanged for the remainder of the financial year,
Further details are provided on pages 9 to 12 of the Annual Report
& Accounts for the year ended 31 July 2019. The Board considers
risks on a periodic basis and has maintained the key risks as
follows, on a Group wide basis:
-- Covid-19 - short term disruption to the T&DS Division and
potentially the wider Group, and the potential for future economic
slowdown in the medium term
-- Impact of EU Referendum
-- Rail industry structure changes
-- Reduced government spending
-- Reliance on certain key customers
-- Competition
-- Attraction and retention of key employees
-- Technological changes
-- Customer pricing pressure
-- Project delivery
-- Health & Safety
-- Brand reputation
-- Integration risk
The condensed consolidated interim financial information was
approved for issue on 2 April 2020.
2 Accounting Policies
The accounting policies applied by the Group in these interim
financial statements are the same as those applied by the Group in
its audited consolidated financial statements for the year ended 31
July 2019 and which will form the basis of the 2020 Annual Report
except as described below. The basis of consolidation is set out in
the Group's accounting policies in those financial statements.
The preparation of the interim financial statements requires
management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported
amounts of assets and liabilities, income and expenses. Estimates
and judgements are continually evaluated and are based on
historical experience and other factors, such as expectations of
future events and are believed to be reasonable under the
circumstances. Actual results may differ from these estimates. In
preparing these interim financial statements, the significant
judgements made by management in applying the Group's accounting
policies and the key sources of estimation uncertainty were the
same as those applied to the audited consolidated financial
statements for the year ended 31 July 2019.
3 Changes in accounting policies
The following amendments to financial reporting standards were
adopted from 1 August 2019, the start of the new financial year.
None of them have had a significant impact on the Group other than
IFRS 16 which is detailed in further below:
-- IFRS 16 Leases
-- IFRIC 23 Uncertainty over Income Tax Treatments
IFRS 16 Leases
The Group has adopted IFRS 16 "Leases" from 1 August 2019. It
has brought most leases on to the balance sheet, eliminating the
distinction between operating leases and finance leases, and
recognising a right-of-use asset and a corresponding lease
liability. Rentals on operating leases which were previously
charged to the income statement, have been replaced by depreciation
charge on the asset and interest expense on the lease liability.
The Group has adopted IFRS 16 using the modified retrospective
approach with the cumulative effect of initially adopting IFRS 16
recognised as an adjustment to retained earnings at 1 August 2019
with no restatement of comparative information. The group has
applied the practical expedient to grandfather the definition of a
lease on transaction. This means that it has applied IFRS 16 to all
contracts entered into before 1 August 2019 and identified as
leases in accordance with IAS 17 and IFRIC 4.
3 Changes in accounting policies (continued)
Impact on Retained Earnings at 1 August 2019
GBP'000
------------------------------------------- -------
Recognition of Property, Plant and
Equipment 1,302
Trade and other receivables (rent
prepaid) (58)
Trade and other payables (rent accrual
derecognised) 36
Current lease liabilities (628)
Non-current lease liabilities (758)
Retained earnings (106)
------------------------------------------- -------
Impact on the condensed consolidated interim income statement
for the six months ended 31 January 2020:
As reported Adjustments Amounts
(IFRS 16) pre- IFRS
16
GBP'000 GBP'000 GBP'000
Revenue 26,365 - 26,365
Cost of sales (10,463) - (10,463)
-------------------------------------- ------------ ------------ -----------
Gross profit 15,902 - 15,902
Administrative costs (13,291) (39) (13,330)
-------------------------------------- ------------ ------------ -----------
Adjusted EBITDA * 5,586 (356) 5,230
Depreciation (781) 317 (464)
-------------------------------------- ------------ ------------ -----------
Adjusted profit ** 4,805 (39) 4,766
Amortisation of intangible assets (1,628) - (1,628)
Other operating income - - -
Share-based payment charges (566) - (566)
-------------------------------------- ------------ ------------ -----------
Operating profit before exceptional
items 2,611 (39) 2,572
Exceptional items - - -
------------------------------------- ------------ ------------ -----------
Operating profit 2,611 (39) 2,572
Finance income 42 - 42
Finance expense (30) 16 (14)
Share of result of equity accounted
investees (204) - (204)
Profit before tax 2,419 (23) 2,396
Taxation (472) - (472)
-------------------------------------- ------------ ------------ -----------
Profit for the period 1,947 (23) 1,924
-------------------------------------- ------------ ------------ -----------
Other comprehensive income (71) - (71)
Total recognised income for the
period 1,876 (23) 1,853
-------------------------------------- ------------ ------------ -----------
3 Changes in accounting policies (continued)
Impact on the condensed consolidated interim balance sheet as at
31 January 2020:
As reported Amounts
(IFRS 16) Adjustments pre- IFRS
16
GBP'000 GBP'000 GBP'000
Non-current assets
Property, plant and equipment 2,579 - 2,579
Right of Use assets 985 (985) -
Intangible assets 37,184 - 37,184
Investments - equity 350 - 350
Loans due from associated
undertakings 250 - 250
Investments in equity accounted
investees 894 - 894
Deferred tax assets 744 - 744
------------------------------------------ ------------ --------------
42,986 (985) 42,001
------------------------------------------ ------------ -------------- -------------
Current assets
Inventories 384 - 384
Trade and other receivables 8,452 53 8,505
Cash and cash equivalents 26,045 - 26,045
------------------------------------------ ------------ -------------- -------------
34,881 53 34,934
------------------------------------------ ------------ -------------- -------------
Total assets 77,867 (932) 76,935
------------------------------------------ ------------ -------------- -------------
Non-current liabilities
Hire-purchase contracts 270 - 270
Lease liabilities 419 (419) -
Contingent consideration payable 4,975 - 4,975
Deferred tax liabilities 5,701 - 5,701
11,365 (419) 10,946
------------------------------------------ ------------ -------------- -------------
Current liabilities
Hire-purchase contracts 287 - 287
Lease liabilities 644 (644) -
Trade and other payables 13,329 48 13,377
Contingent consideration payable 1,151 - 1,151
Current tax liabilities 793 - 793
------------------------------------------ ------------ -------------- -------------
16,204 (596) 15,608
------------------------------------------ ------------ -------------- -------------
Total liabilities 27,569 (1,015) 26,554
------------------------------------------ ------------ -------------- -------------
Net assets 50,298 83 50,381
------------------------------------------ ------------ -------------- -------------
Equity attributable to equity holders of
the Company
Called up share capital 115 - 115
Share premium reserve 6,364 - 6,364
Merger reserve 3,921 - 3,921
Retained earnings 39,952 83 40,035
Translation reserve (54) - (54)
------------------------------------------ ------------ -------------- -------------
Net assets 50,298 83 50,381
------------------------------------------ ------------ -------------- -------------
4 Revenue and Segmental analysis
a) Revenue
Sales revenue is summarised below:
Six months Six months Year
ended ended Ended
31 January 31 January 31 July
2020 2019 2019
GBP'000 GBP'000 GBP'000
---------------------------- ----------- ----------- --------
Rail Technology & Services 11,878 9,895 21,934
Traffic & Data Services 14,487 8,855 27,285
Total revenue 26,365 18,750 49,219
---------------------------- ----------- ----------- --------
A geographical analysis of revenue is provided below:
Six months Six months Year
ended 31 ended 31 ended
January January 31 July
2020 2019 2019
GBP'000 GBP'000 GBP'000
------------------- ----------- ----------- ---------
United Kingdom 23,621 17,834 45,511
North America 75 101 106
Rest of the World 2,669 815 3,602
Total 26,365 18,750 49,219
------------------- ----------- ----------- ---------
b) Segmental Analysis
The Group has divided its results into two segments being 'Rail
Technology and Services' and 'Traffic & Data Services'. The
Group has a wide range of products and services and products and
services for the rail industry, such as software, hosting services,
consultancy and remote condition monitoring, and these have been
included within the Rail Technology & Services segment as they
have similar customer bases (such as Train Operating Companies and
Infrastructure Providers), whereas traffic data collection and
event planning & traffic management have similar economic
characteristics and distribution methods and so have been included
within the Traffic & Data Services segment.
In accordance with IFRS 8 'Operating Segments', the Group has
made the following considerations to arrive at the disclosure made
in these financial statements. IFRS 8 requires consideration of the
Chief Operating Decision Maker ("CODM") within the Group. In line
with the Group's internal reporting framework and management
structure, the key strategic and operating decisions are made by
the Board of Directors, who review internal monthly management
reports, budgets and forecast information as part of this.
Accordingly, the Board of Directors are deemed to be the CODM.
Operating segments have then been identified based on the
internal reporting information and management structures within the
Group. From such information it has been noted that the CODM
reviews the business as two operating segments, receiving internal
information on that basis. The management structure and allocation
of key resources, such as operational and administrative resources,
are arranged on a centralised basis.
Reconciliations of reportable segment revenues, profit or loss,
assets and liabilities and other material items
Information regarding the results of the reportable segment is
included below. Performance is measured based on segment profit
before income tax, as included in the internal management reports
that are reviewed by the Board of Directors. Segment profit is used
to measure performance. There are no material inter-segment
transactions, however, when they do occur, pricing between segments
is determined on an arm's length basis. Revenues disclosed below
materially represent revenues to external customers.
Six months ended 31 January 2020
Rail Technology Traffic
& Services & Data Unallocated
Services Total
GBP000 GBP000 GBP000 GBP000
--------------------------------------- ---------------- ---------- -------------- --------
Revenues
Total revenue for reportable
segments 11,878 14,487 - 26,365
Consolidated revenue 11,878 14,487 - 26,365
--------------------------------------- ---------------- ---------- -------------- --------
Profit or loss
EBITDA for reportable segments 4,122 1,464 - 5,586
Amortisation of intangible
assets - - (1,628) (1,628)
Depreciation (251) (530) - (781)
Share-based payment charges - - (566) (566)
Share of result of equity accounted
investees - - (204) (204)
Interest receivable/payable(net) (9) (8) 29 12
--------------------------------------- ---------------- ---------- -------------- --------
Consolidated profit before tax 3,862 926 (2,369) 2,419
--------------------------------------- ---------------- ---------- -------------- --------
Six months ended 31 January 2019
Rail Technology Traffic
& Services & Data Unallocated
Services Total
GBP000 GBP000 GBP000 GBP000
--------------------------------------- ---------------- ---------- -------------- --------
Revenues
Total revenue for reportable
segments 9,895 8,855 - 18,750
Consolidated revenue 9,895 8,855 - 18,750
--------------------------------------- ---------------- ---------- -------------- --------
Profit or loss
EBITDA for reportable segments 3,562 677 - 4,239
Amortisation of intangible
assets - - (990) (990)
Depreciation (69) (297) - (366)
Exceptional items - (177) - (177)
Share-based payment charges - - (474) (474)
Share of result of equity accounted
investees - - (131) (131)
Interest receivable/payable(net) - - 20 20
--------------------------------------- ---------------- ---------- -------------- --------
Consolidated profit before tax 3,493 203 (1,575) 2,121
--------------------------------------- ---------------- ---------- -------------- --------
Year ended 31 July 2019
Rail Technology Traffic
& Services & Data
Services Unallocated Total
GBP000 GBP000 GBP000 GBP000
------------------------------------ -------------------------- ---------- -------------- ---------
Revenues
Total revenue for reportable
segments 21,934 27,285 - 49,219
Consolidated revenue 21,934 27,285 - 49,219
------------------------------------ -------------------------- ---------- -------------- ---------
Profit or loss
EBITDA for reportable segments 6,932 3,582 - 10,514
Amortisation of intangible
assets - - (2,251) (2,251)
Depreciation (166) (665) - (831)
Exceptional items (60) (1) 99 38
Other operating income - - 260 260
Share-based payment charges - - (1,034) (1,034)
Interest receivable/payable(net) - - 37 37
Share of results of equity
accounted investees - - (174) (174)
Consolidated profit before tax 6,706 2,916 (3,063) 6,559
------------------------------------ -------------------------- ---------- -------------- ---------
31 January 2020
Rail Technology Traffic
& Services & Data
Services Unallocated Total
GBP'000 GBP000 GBP000 GBP000
------------------------------------ -------------------------- ---------- -------------- -----------
Assets
Total assets for reportable
segments (exc. cash) 5,418 6,982 - 12,400
Intangible assets and investments - - 38,678 38,678
Deferred tax assets - - 744 744
Cash and cash equivalents 10,479 4,750 10,816 26,045
Consolidated total assets 15,897 11,732 50,238 77,867
------------------------------------ -------------------------- ---------- -------------- -----------
Liabilities
Total liabilities for reportable
segments (10,893) (4,849) - (15,742)
Deferred tax - - (5,701) (5,701)
Contingent consideration - - (6,126) (6,126)
Consolidated total liabilities (10,893) (4,849) (11,827) (27,569)
------------------------------------ -------------------------- ---------- -------------- -----------
31 January 2019
Rail Technology Traffic
& Services & Data
Services Unallocated Total
GBP'000 GBP000 GBP000 GBP000
----------------------------------- -------------------------- ---------- -------------- ---------
Assets
Total assets for reportable
segments (exc. cash) 5,330 5,833 - 11,163
Intangible assets and investments - - 33,291 33,291
Deferred tax assets - - 634 634
Cash and cash equivalents 8,335 3,710 6,658 18,703
Consolidated total assets 13,665 9,543 40,583 63,791
----------------------------------- -------------------------- ---------- -------------- ---------
Liabilities
Total liabilities for reportable
segments (7,933) (3,698) - (11,631)
Deferred tax - - (4,520) (4,520)
Contingent consideration - - (3,534) (3,534)
Consolidated total liabilities (7,933) (3,698) (8,054) (19,685)
----------------------------------- -------------------------- ---------- -------------- ---------
31 July 2019
Rail Technology Traffic
& Services & Data
Services Unallocated Total
GBP'000 GBP000 GBP000 GBP000
----------------------------------- -------------------------- ---------- -------------- ---------
Assets
Total assets for reportable
segments (exc. cash) 3,257 9,531 - 12,788
Intangible assets and investments - - 40,510 40,510
Deferred tax assets - - 667 667
Cash and cash equivalents 12,866 5,817 5,421 24,104
Consolidated total assets 16,123 15,348 46,598 78,069
----------------------------------- -------------------------- ---------- -------------- ---------
Liabilities
Total liabilities for reportable
segments (10,568) (7,435) - (18,003)
Deferred tax - - (5,942) (5,942)
Contingent consideration - - (6,183) (6,183)
Consolidated total liabilities (10,568) (7,435) (12,125) (30,128)
----------------------------------- -------------------------- ---------- -------------- ---------
5 Earnings per share
Basic earnings per share
The calculation of basic earnings per share for the Half Year to
31 January 2020 was based on the profit attributable to ordinary
shareholders of GBP1,947,000 (Half Year to 31 January 2019:
GBP1,697,000, Year ended 31 July 2019: GBP5,071,000) and a weighted
average number of ordinary shares in issue of 28,795,000 (Half Year
to 31 January 2019: 28,406,000, Year ended 31 July 2019:
28,521,000), calculated as follows:
Weighted average number of ordinary shares
In thousands of shares
Six months Six months Year
ended 31 ended 31 ended
January January 31 July
2020 2019 2019
Issued ordinary shares at start of period 28,749 28,334 28,334
Effect of shares issued related to business
combinations - 7 54
Effect of shares issued for cash 46 65 133
Weighted average number of shares at end
of period 28,795 28,406 28,521
--------------------------------------------- ----------- ----------- ---------
Diluted earnings per share
The calculation of basic earnings per share for the Half Year to
31 January 2020 was based on the profit attributable to ordinary
shareholders of GBP1,947,000 (Half Year to 31 January 2019:
GBP1,697,000, Year ended 31 July 2019: GBP5,071,000) and a weighted
average number of ordinary shares in issue after adjustment for the
effects of all dilutive potential ordinary shares of 29,665,000
(Half Year to 31 January 2019: 29,359,000, Year ended 31 July 2019:
29,387,000).
Adjusted EPS
In addition, Adjusted Profit EPS is shown below on the grounds
that it is a common metric used by the market in monitoring similar
businesses. A reconciliation of this figure is provided below:
Six months Six months Year
ended 31 ended 31 ended
January January 31 July
2020 2019 2019
GBP'000 GBP'000 GBP'000
Profit attributable to ordinary shareholders 1,947 1,697 5,071
Amortisation of intangible assets 1,628 990 2,251
Share-based payment charges 566 474 1,034
Exceptional items - 177 (38)
Other operating income - - (260)
---------------------------------------------- ----------- ----------- ---------
Adjusted profit for EPS purposes 4,141 3,338 8,058
---------------------------------------------- ----------- ----------- ---------
Weighted average number of ordinary shares
In thousands of shares
-------------------------------------------- ------- ------- -------
For the purposes of calculating Basic
earnings per share 28,795 28,406 28,521
Adjustment for the effects of all dilutive
potential ordinary shares 29,665 29,359 29,387
-------------------------------------------- ------- ------- -------
Basic adjusted earnings per share 14.38p 11.75p 28.25p
Diluted adjusted earnings per share 13.96p 11.37p 27.42p
-------------------------------------------- ------- ------- -------
6 Seasonality
The Group offers a wide range of products and services within
its overall suite, meaning that revenues can fluctuate depending on
the status and timing of certain sales. Some of these are exposed
to high levels of seasonality for example:
-- The Group's Traffic & Data Services division derives
significant amounts of revenue from work taking place at certain
times of the year and is highly exposed to seasonality, in
particular for SEP and CTM which has a very high level of
seasonality based on the timing of events, but also Traffic Data
where work typically takes place when the weather conditions are
more predictable;
-- Ontrac and Compass Informatics both perform some significant
software development projects and the specific timing of these can
vary depending on the commercial terms;
-- Revenues from remote condition monitoring are also driven by
the size and timing of significant orders received from major
customers;
-- Finally, the timing of certain software licence renewals, new sales, and also major project implementations along with consultancy offerings can also impact on when work is performed, revenues are delivered and therefore recognised.
As such, the overall Group continues to be exposed to a high
degree of seasonality throughout the year and reporting period. The
impact of Covid-19 will have a significant impact on the second
half of the financial year, in particular the Traffic & Data
Services Division.
7 Dividends
The Board has decided to defer the payment of the interim
dividend in view of the current Covid-19 crisis, and this decision
will be reviewed later in the year once the Group has more clarity
about the ongoing effects of the pandemic on the business. The
Board will consider what actions are in the best interests of
shareholders, and this could result in the combination of an
interim and full year dividend for the year ended 31 July 2020, or
the retention of cash in the business to invest in future growth
opportunities. The interim dividend would have had a cash cost of
around GBP0.3m had it been paid, which has therefore been retained
in the business.
The cash cost of the dividend payments made is shown below:
Six months Six months Year
ended 31 ended 31 ended
January January 31 July
2020 2019 2019
GBP000 GBP000 GBP000
--------------------------------------- ------------ ------------ ---------
Final dividend for 2017/18 of 0.90p
per share paid - - 257
Interim dividend for 2018/19 of 0.80p
per share paid - - 229
Total dividends paid - - 486
--------------------------------------- ------------ ------------ ---------
The dividends paid or proposed in respect of each financial year
ended 31 July is as follows:
2020 2019 2018 2017 2016 2015 2014 2013 2012
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP000 GBP000 GBP000 GBP000
----------------- ---------- ---------- ---------- ---------- ---------- --------- --------- -------- -------
Interim dividend
for 2011/12 of
0.20p per share
paid - - - - - - - - 48
Final dividend
for 2011/12 of
0.35p per share
paid - - - - - - - - 87
Interim dividend - - - - - - - 75 -
for 2012/13 of
0.30p per share
paid
Final dividend - - - - - - - 102 -
for 2012/13 of
0.40p per share
paid
Interim dividend - - - - - - 89 - -
for 2013/14 of
0.35p per share
paid
Final dividend - - - - - - 119 - -
for 2013/14 of
0.45p per share
paid
Interim dividend - - - - - 106 - - -
for 2014/15 of
0.40p per share
paid
Final dividend - - - - - 164 - - -
for 2014/15 of
0.60p per share
paid
Interim dividend - - - - 137 - - - -
for 2015/16 of
0.50p per share
paid
Final dividend - - - - 195 - - - -
for 2015/16 of
0.70p per share
paid
Interim dividend - - - 167 - - - - -
for 2016/17 of
0.60p per share
paid
Final dividend - - - 225 - - - - -
for 2016/17 of
0.80p per share
paid
Interim dividend - - 198 - - - - - -
for 2017/18 of
0.70p per share
paid
Final dividend - - 257 - - - - - -
for 2017/18 of
0.90p per share
paid
Interim dividend - 229 - - - - - - -
for 2018/19 of
0.80p per share
paid
Final dividend - 287 - - - - - - -
for 2018/19 of
1.0p per share
paid
Interim dividend - - - - - - - - -
for 2019/20
proposed
The total dividends paid or proposed in respect of each
financial year ended 31 July is as follows:
2020 2019 2018 2017 2016 2015 2014 2013 2012
Total dividends
paid per share n/a 1.8p 1.6p 1.4p 1.2p 1.0p 0.8p 0.7p 0.55p
----------------- ------ ------ ------ ------ ------ ------ ------ ----- ------
8 Related party transactions
The following transactions took place during the year with other
related parties:
Purchase of Amounts owed to
goods and services related parties
H1 2020 H1 2019 FY 2019 H1 2020 H1 2019 FY 2019
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------- -------- -------- -------- -------- -------- --------
Leeds Innovation Centre Limited
(1) - 67 78 - 13 -
Nexus Leeds Limited (1) 115 - 73 5 - 19
Citi Logik Limited (2) - - - - - -
Nutshell Software Limited
(2) 63 107 254 - - 12
Vivacity Labs Limited (2) 176 101 202 51 69 36
WSP UK Limited 5 - - - - -
Sale of Amounts owed by
goods and services related parties
H1 2020 H1 2019 FY 2019 H1 2020 H1 2019 FY 2019
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- -------- -------- -------- -------- -------- --------
WSP UK Limited (3) 1,190 1,337 3,709 33 38 1,364
Citi Logik Limited (2) - - - - - -
Vivacity Labs Limited (2) 20 - - - - -
Nutshell Software Limited - - 10 - - -
(2)
(1) Leeds Innovation Centre Limited and Nexus Leeds Limited are
companies which is connected to The University of Leeds. Tracsis
plc rents its office accommodation, along with related office
services, from this company. All transactions took place at arm's
length commercial rates.
(2) Citi Logik Limited, Nutshell Software Limited and Vivacity
Labs Limited are related parties by virtue of the Group's
shareholding in these entities.
(3) WSP UK Limited (WSP) is a company which is connected to
Chris Cole who serves as non-executive Chairman of Tracsis plc and
also of WSP Global Inc, WSP's parent company. Sales to WSP took
place at arm's length commercial rates and were not connected to Mr
Cole's position at WSP.
9 Reconciliation of adjusted profit metrics
In addition to the statutory profit measures of Operating profit
and profit before tax, the Group quotes Adjusted EBITDA and
Adjusted profit. These figures are relevant to the Group and are
provided to provide a comparison to similar businesses and are
metrics used by Equities Analysts who cover the Group as they
better reflect the underlying performance of the group, and its
ability to generate cash. The largest components of the adjusting
items, being depreciation, amortisation, share based payments, and
share of associates are 'non cash' items and so separately analysed
in order to assist with the understanding of underlying trading.
Adjusted EBITDA is defined as Earnings before finance income, tax,
depreciation, amortisation, exceptional items, other operating
income, and share-based payment charges and share of result of
equity accounted investees. Adjusted EBITDA can be reconciled to
statutory profit before tax as set out below:
Six months Six months
ended 31 ended 31 Year ended
January January 31 July
2020 2019 2019
GBP'000 GBP000 GBP000
------------------------------------- ----------- ----------- -------------
Profit before tax 2,419 2,121 6,559
Finance income / expense - net (12) (20) (37)
Share-based payment charges 566 474 1,034
Exceptional items - 177 (38)
Other operating income - - (260)
Amortisation of intangible assets 1,628 990 2,251
Depreciation 781 366 831
Share of result of equity accounted
investees 204 131 174
Adjusted EBITDA 5,586 4,239 10,514
-------------------------------------- ----------- ----------- -------------
Adjusted profit is defined as Earnings before finance income,
tax, amortisation, exceptional items, other operating income,
share-based payment charges, and share of result of equity
accounted investees. Adjusted profit can be reconciled to statutory
profit before tax as set out below:
Six months Six months
ended 31 ended 31 Year ended
January January 31 July
2020 2019 2019
GBP'000 GBP000 GBP000
----------------------------- ----------- ----------- -------------
Profit before tax 2,419 2,121 6,559
Finance income / expense -
net (12) (20) (37)
Share-based payment charges 566 474 1,034
Exceptional items - 177 (38)
Other operating income - - (260)
Amortisation of intangible
assets 1,628 990 2,251
Share of result of equity
accounted investees 204 131 174
Adjusted profit 4,805 3,873 9,683
------------------------------ ----------- ----------- -------------
Adjusted EBITDA reconciles to adjusted profit as set out
below:
Six months Six months
ended 31 ended 31 Year ended
January January 31 July
2020 2019 2019
GBP'000 GBP000 GBP000
----------------- ----------- ----------- -------------
Adjusted EBITDA 5,586 4,239 10,514
Depreciation (781) (366) (831)
Adjusted profit 4,805 3,873 9,683
------------------ ----------- ----------- -------------
10 Contingent Consideration
During the financial year ended 31 July 2019, the Group acquired
Cash & Traffic Management Limited, Compass Informatics Limited
and Bellvedi Limited. Under the share purchase agreements in place
for each of these acquisitions, contingent consideration is payable
which is linked to the profitability of the acquired businesses for
a two to four year period post acquisition. The maximum amount
payable is GBP750,000 for Cash & Traffic Management Limited,
EUR2,000,000 for Compass Informatics Limited and GBP7,900,000 for
Bellvedi Limited. The fair value of the amount payable was assessed
at GBP600,000 for Cash & Traffic Management Limited,
GBP1,132,000 for Compass Informatics Limited and GBP4,057,000 for
Bellvedi Limited.
The movement on contingent consideration can be summarised as
follows:
31 January 31 January 31 July
2020 2019 2019
GBP000 GBP000 GBP000
--------------------------------------- ----------- ----------- --------
At the start of the year 6,183 3,265 3,265
Arising on acquisition - 2,334 5,789
Cash payment (57) (2,065) (2,149)
Release to Statement of Comprehensive
Income - - (722)
At the end of the year 6,126 3,534 6,183
--------------------------------------- ----------- ----------- --------
The ageing profile of the remaining liabilities can be
summarised as follows:
31 January 31 January 31 July
2020 2019 2019
GBP000 GBP000 GBP000
------------------------------- ----------- ----------- --------
Payable in less than one year 1,151 834 879
Payable in more than one year 4,975 2,700 5,304
Total 6,126 3,534 6,183
------------------------------- ----------- ----------- --------
11 Events after the Balance Sheet date
On 10 March 2020, the Group acquired iBlocks Limited for an
initial consideration of GBP14.0m plus additional performance
consideration linked to future performance. The Group is currently
evaluating the fair value of the assets and liabilities
acquired.
Statement of Directors' Responsibilities
The Directors confirm to the best of their knowledge that:
i) The condensed consolidated interim financial information has
been prepared in accordance with IAS 34 Interim Financial Reporting
as adopted by the European Union;
ii) The interim management report includes a fair review of the
information required by the FSA's Disclosure and Transparency Rules
(4.2.7 R and 4.2.8 R).
Financial statements are published on the Group's website in
accordance with legislation in the United Kingdom governing the
preparation and dissemination of financial statements, which may
vary from legislation in other jurisdictions. The maintenance and
integrity of the Group's website is the responsibility of the
Directors. The Directors' responsibility also extends to the
ongoing integrity of the financial statements contained
therein.
The Directors of Tracsis plc and their functions are listed
below.
Further information for Shareholders
Company number: 05019106
Registered office: Nexus
Discovery Way
Leeds
LS2 3AA
Directors: Chris Cole (Non-Executive Chairman)
Chris Barnes (Chief Executive Officer)
Max Cawthra (Group Finance Director)
Lisa Charles-Jones (Non-Executive Director)
Liz Richards (Non-Executive Director)
Mac Andrade (Non-Executive Director)
Company Secretary: Max Cawthra
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR BSGDSRDGDGGB
(END) Dow Jones Newswires
April 02, 2020 02:00 ET (06:00 GMT)
Tracsis (LSE:TRCS)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Tracsis (LSE:TRCS)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
