TPXimpact
Holdings PLC
("TPXimpact", "TPX" or the "Group" or the
"Company")
Unaudited
preliminary results for the year ended 31 March 2024
Strong performance in line
with the trading update made on 30 May 2024;
FY25 outlook
unchanged
TPXimpact Holdings PLC (AIM: TPX),
the technology-enabled services company focused on people-powered
digital transformation, announces its unaudited preliminary results
for the year ended 31 March 2024.
FY24 Financial highlights:
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Strong performance, achieving all
our financial targets and above market
expectations1
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New business reaches a record high
with £139m won in the year
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Revenue from continuing operations
(like-for-like) up 21% to £84.3m (2023: £69.7m)
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Adjusted EBITDA2 of £4.6m
(2023: £2.3m)
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Adjusted EBITDA margin of 5.5%
(2023: 3.3%)
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Reported operating loss of £(22.8)m
(2023: (£19.0)m), after including £16.2m non-cash impairment charge
on goodwill & intangible assets
|
●
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Adjusted profit before tax from
continuing operations of £1.8m (2023: £0.8m)
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Reported loss before tax from
continuing operations of £(24.8)m (2023: £(20.1)m)
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Adjusted diluted
earnings2 per share from continuing operations of 2.1p
(2023: 0.9p)
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Reported diluted loss per share from
continuing operations of (24.5)p (2023: (20.6)p)
|
●
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Net debt2 at 31 March
2024 of £7.1m (2023: £17.5m), lowest level in over three
years
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Operational and Impact highlights:
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Successfully executed the first (and
some aspects of the second) year of our three-year plan
|
●
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Simplified the business into three
core businesses: Digital Transformation, manifesto and
KITS
|
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Completed sale of non-core,
international businesses Questers and TPXimpact Norway, generating
gross cash proceeds of £7.5m
|
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Rationalised and improved property
portfolio incl. new London HQ at the Hickman Building
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Total headcount of c. 670 people
(including contractors), with FTE headcount increasing 9%
like-for-like, and contractors decreasing by over a
third
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Staff retention rates for the year
improved to 88% from 84% last year
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Improved our gender pay gap to 8%
from 14% last year and 20% two years ago
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Ethnically diverse representation
increased to 22% from 19% last year
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Carbon intensity decreased by over
15% like-for-like to 15.33 tCO2e/£1m of revenue
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B-Corp Certification achieved in
January 2024
|
Post-period trading and outlook:
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Trading for the first two months of
FY25 was in line with budget, with like-for-like revenue growth of
over 11% within the full-year target range of 10-15%
|
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£9m of new business won in Q125;
strong pipeline of opportunities despite General
Election
|
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Around 70% of targeted FY25 revenues
are represented by committed (backlog) revenues
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Debt facility extended by one year
to July 2026, with improved borrowing conditions, achieved one
quarter ahead of schedule
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●
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FY25 outlook unchanged with target
like-for-like revenue growth of 10-15% and Adjusted EBITDA margins
up 2-3 margin points on FY24, with growth more weighted to H2 than
usual
|
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FY26 targets unchanged: revenue
growth of 10-15% and Adjusted EBITDA margin target of
10-12%
|
1 Consensus figures for FY24: Revenue £83.0m, Adjusted EBITDA
£4.5m (consensus prior to trading update on 30 May 2024)
2In measuring our
performance, the financial measures that we use include those which
have been derived from our reported results in order to eliminate
factors which distort period-on-period comparisons. These are
considered non-GAAP financial measures, and include measures such
as like-for-like revenue, adjusted EBITDA and net debt. All are
defined in note 8.
Bjorn Conway, Chief Executive Officer,
commented:
"I
am delighted by the rapid progress the Company has made in the
first year of our three-year plan. We have successfully executed
the strategy we laid out a year ago and the numbers tell the story
of that success, achieving all our financial targets and ahead of
market expectations.
"The simplification of the business into our three core
platforms of Digital Transformation, manifesto and KITS was
achieved ahead of schedule and we have entered the new financial
year with a more stable financial and organisational foundation for
future growth and success.
"The current pipeline of new business opportunities is robust
and despite the phasing effect of an early General Election, has
not diminished the appetite for the digital transformation services
that form the bedrock of our offering. Demand for the insightful,
effective and thought-provoking advice and support that is at the
heart of our capabilities is set to continue for the foreseeable
future.
"Commercial success and opportunity, however, go hand-in-hand
with our founding vision of believing business can fully contribute
to a better world for all its citizens. With staff retention of
88%, we have a passionate, as well as talented, group of people
ready to make the world a better place for all our stakeholders.
Our successful accreditation as a registered B-Corp was a
tremendous achievement which reaffirms our values and ways of doing
business.
"With the General Election behind us, we look forward to
another year of progress, where we will continue to demonstrate the
value we can bring to our clients and, through them, the impact we
can have on the world around us.
"My sincere thanks are due to all our people for their
contribution to the success of the last year and what promises to
be an exciting year ahead."
TPXimpact will be hosting a webinar
for analysts at 9:00am BST today. If you would like to register for
the analyst webinar, please contact
tpx@almastrategic.com
The Group will also be hosting a
webinar for retail investors at 11.30am today. Retail investors can
register for the webinar using the following link:
https://www.investormeetcompany.com/tpximpact-holdings-plc/register-investor
Enquiries:
TPXimpact Holdings
Bjorn Conway, CEO
Steve Winters, CFO
Stifel Nicolaus Europe Limited
(Nomad and Joint Broker)
Fred Walsh
Ben Good
Sarah Wong
|
Via Alma Strategic
+44 (0) 207 710 7600
|
Dowgate Capital Limited
(Joint Broker)
James Serjeant
Russell Cook
|
+44 (0) 203 903 7715
|
Alma Strategic Communications
(Financial PR)
Josh Royston
Kieran Breheny
|
tpx@almastrategic.com
+44 (0) 203 405 0209
|
About TPXimpact
We believe in a world enriched by
people-powered digital transformation. Working in collaboration
with organisations, we're on a mission to accelerate positive
change and build a future where people, places and the planet are
supported to thrive.
Led by passionate people, TPXimpact
works closely with its clients in agile, multidisciplinary teams;
challenging assumptions, testing new approaches and building
confidence and capabilities. Combining our rich heritage with
expertise in human-centred design, data, experience and technology,
we work to create sustainable solutions with the flexibility to
learn, evolve and change.
The business is being increasingly
recognised as a leading alternative digital transformation provider
to the UK public services sector, with over 90% of its FY24
revenues represented by public services clients.
More information is available at
www.tpximpact.com.
CEO Statement
I am pleased to report that we have
successfully executed the first (and some aspects of the second)
year of our three-year plan in line with our objectives. The
business is now simpler to navigate and manage, distilled into our
three core businesses of Digital Transformation, manifesto and
KITS. A year ago, we were focussed on stability, reinvigorating the
strength of our offering, and balancing commercial focus with our
dedication to Purpose. With a stable platform now established,
founded upon sound financial and operational management, we are now
in a position to accelerate growth and take advantage of the
opportunities a post-General Election environment will bring. Our
recent B-Corp accreditation provides further affirmation of our
Purpose credentials which are core to our stakeholder
proposition.
The key financials are very
positive: we have achieved or exceeded all our targets for the
year, with like-for-like revenue growth of 21%, Adjusted EBITDA of
£4.6m (double last year) and an Adjusted EBITDA margin of 5.5%. New
business wins totalled a record £139m, including major wins early
in the year with His Majesty's Land Registry (up to £49m over four
years) and the Department of Education (up to £27m over two years).
Net debt ended the year at £7.1m, the lowest level in over three
years.
But the year was about much more
than the numbers. Our story is about sustainable recovery,
successful execution of strategy, and delivering on our promises to
all our stakeholders, including our investors, our clients and,
perhaps most importantly, our people. We have remained true to our
PACT (Purpose, Accountability, Craft and Togetherness) values
and delivering a positive impact on the planet, people and places
through our work. We have laid the foundations for success in the
years ahead. But there is still plenty to be done.
Focus & balance
The first year of our three-year
plan was characterised as "Focus and balance". Key to this was to
ensure more commercially-focussed decision-making, with an emphasis
on top-line growth and improvement in profit margins, balanced with
a continuing commitment to our purpose
objectives.
With effect from 1 April 2024, the
business is focussed on the three core strategic platforms where we
see the greatest opportunities for future growth: Digital
Transformation (comprising our Consulting, Data & Insights and
RedCortex businesses): manifesto (formerly Digital Experience and
comprising three legacy agencies) and KITS (our IT services
business).
As a consequence, we made the
strategic decision to sell our non-core overseas businesses (the
Questers resourcing business in Bulgaria and our strategic
consulting business in Norway), generating £7.5 million of gross
proceeds that we used to repay debt. Our new, simplified
structure is more agile and provides a more focussed platform for
delivering growth and improving the bottom-line.
Digital Transformation (c.75%
of revenues) had an excellent year, driven by significant new wins
in what was the Consulting business, and now has the scale to
further build its client base in Central Government, whilst also
increasing its presence in local government, health and social
care, and the private sector. Our RedCortex business experienced
some challenges, including reductions in spend in the health sector
in Wales, whilst Data & Insights benefited from a three-year
contract renewal with a major financial services client. RedCortex
and Data & Insights capabilities are now fully integrated
alongside those in Consulting under a single Digital Transformation
leadership team, so our client proposition has even greater
strength and depth, whilst our internal structure is more efficient
and easier to manage.
Manifesto (c.15% of revenues)
faced an environment of reduced spending from its core client base
in the charitable sector due to pressures on donation and
fund-raising levels, as well as reduced spend in the commercial
healthcare sector. However, the re-branding from Digital Experience
to manifesto has generated a significant amount of interest and
opened up a number of opportunities for growth. Our ambition to be
the UK's leading purpose-driven agency remains, built on the core
sectors of charities and memberships & visits.
KITS (c.10% of revenues)
remains a powerful support to Central Government clients in terms
of robust management of IT services, and recovering programmes to
transition legacy systems to modern solutions. Despite some client
retrenchment in the year, performance has shown signs of
improvement.
Making the business better
Key to our vision is to make the
business better, which means a balanced approach to both commercial
and purpose outcomes. We have improved our internal business
information tools and management processes to monitor, predict and
manage core KPIs with greater rigour and foresight, including staff
utilisation, gross margin by engagement and capability team. This
will enable our businesses to better manage internal and contractor
resources and drive improved business performance.
The Company's Operational Board has
continued to put into practice a number of policy and change
initiatives to enhance operational efficiency, reduce risk and
reinforce good governance. These included securing or renewing a
number of external certifications including Cyber Essentials+,
ISO9001 Quality Management, ISO27001 Information Security
Management and, post year-end, ISO14001 Environmental Management
and ISO45001 Occupational Health & Safety Management. These
standards provide the necessary assurance to our clients that we
operate in a safe, secure and well-governed way.
People, Places, Planet
TPXimpact was founded on the belief
that businesses can and should be catalysts for social and
environmental change. The attainment of B-Corp Certification in
January 2024 was a milestone achievement for the Group, and a
reflection of our long-standing commitment to conducting business
responsibly, which also means ensuring social and environmental
considerations are woven into the very fabric of our operations
and, fundamentally, how we do business.
Central government contracts
typically allocate at least 10% of assessment criteria to social
value requirements, so the Company's track-record of delivering
benefit to our immediate and wider communities, as well as the
planet, is very aligned with client expectations. Our social value
commitments are exemplified by our Future Leaders programme which
offers coaching to young, aspiring entrepreneurs from
under-privileged or under-represented socio-economic backgrounds.
We recently welcomed the 2024 cohort into this inspiring
programme.
Staff retention rates have continued
to improve to 88% from 84% last year and less than 80% two years
ago. We have narrowed our median gender pay gap to 8% from 14% last
year and 20% the year before. Overall female representation was up
slightly at 51% and senior female representation increased to 40%
from 36%. Overall minority ethnic representation increased to 22%
from 19%. Our ethnicity pay gap has, however, increased to 15% from
8% due to a decrease in ethnically diverse senior leaders. So
whilst we have made good progress in some respects of Diversity
& Inclusion (recognised by winning the 2024 Small Cap Award for
Diversity, Inclusivity and Engagement), there is still work to be
done.
Togetherness is one of our key
PACT values and captures
the energy, fun, and collaborative approach that we embrace. We
measure togetherness through employee inclusion surveys, and these
scores have risen to 74% from 72% in the last year. We also conduct
staff "Pulse" surveys to gain an understanding of employee
engagement and satisfaction. The most recent Pulse survey indicated
a score of 7.4 in February 2024 vs 6.7 in 2023 (our goal is 7.5 or
more).
We continue to invest in training
our people. We recently introduced a Leadership Essentials
programme for around 130 leaders and managers in the Company
(almost 25% of staff), which will provide them with a continuing
framework for personal and professional growth. We have also
developed a progression framework for all our job families that
covers the skills, behaviours and impact that we expect from our
people.
A key driver in bringing our people
together in person is our hub strategy. This year, we have
rationalised and improved our real estate portfolio, most notably
moving into our new London headquarters at The Hickman Building
(BREEAM-rated Excellent and Best New Place To Work in the Building
London Planning Awards). Additionally, we have made improvements to
our Chesterfield, Bristol and Manchester offices.
We continue to make good progress on
our carbon footprint, despite the increasing scale of the business.
All our offices now run on electricity that is entirely from
renewable sources. On a like-for-like basis, our carbon intensity
in the year decreased by over 15% to 15.33 tCO2e/£1m of revenue and
by over 11% to 2.45 tCO2e/FTE.
Scope 3 emissions form the largest
part of our carbon usage and are a continuing area of focus, given
Scope 1 and 2 emissions are negligible. We have strengthened our
procurement and sustainability team in recent months, so we are
improving our grasp of the supply chain in terms of carbon usage
and modern slavery, as well as cost-effectiveness. We have improved
our MSAT (the Modern Slavery Assessment Tool created by Central
Government) score to 70% from 43% a year ago and are aiming to
achieve 90% next year.
Looking ahead
The announcement of the
snap General Election was welcome as it removed uncertainty from
our core client sector. With the outcome now known, we look forward
to a more stable environment in which the skills and insights of
our talented people will be even more in demand. Over the last
month or so, despite the General Election, we have seen a
significant expansion in the pipeline of new projects and the
current volume of proposals is very encouraging for both TPXimpact
and the Digital Transformation sector as a whole. We therefore
expect the short-term disruption of the General Election to pass as
we enter the second half of the financial year.
Digital transformation remains a
critical focus for organisations aiming to streamline costs,
enhance agility and improve productivity - expected to be a rapidly
growing market in support of the new Government's growth agenda. As
businesses shift investments from outdated systems to more nimble,
modern solutions, the potential of responsible AI-enabled systems,
contingent upon robust data quality, becomes increasingly relevant.
Responsible AI also represents a key opportunity for TPXimpact as
we can use our expertise to ensure AI systems operate safely and
ethically. Like the clients we serve, we are dynamic and constantly
evolving; and we are well-placed to respond to these changing needs
with innovation, insight and agility.
Year Two of our three-year plan is
characterised as "Form and Integrate". We have already achieved
some key aspects of this ahead of schedule, including the
integration of complementary businesses into the Digital
Transformation platform and the launch of the manifesto brand for
our Digital Experience businesses. Our people strategy increasingly
embeds performance, commercial focus and purpose; and we'll
continue to push the boundaries of what responsible, sustainable
business genuinely means and can achieve.
We have successfully executed our
strategy to date and are confident that we will continue to do so,
founded upon robust client relationships and exceptional talent
throughout the business, as well as a stable financial base. As our
journey continues, the outlook is encouraging and we are on track
to achieve our ambitions.
Bjorn Conway
CEO, TPXimpact
9 July 2024
Financial Review
The unaudited preliminary results
for the year ended 31 March 2024 (FY24) are in line with the
trading update issued on 30 May 2024 and show strong growth in
revenues, Adjusted EBITDA and margins, as well as significant
improvement in net debt. The Company achieved or exceeded all its
financial targets for the year.
As a result of the sale of Questers
and our strategic consulting business in Norway in September
and October 2023 respectively, the Group has treated both
businesses as discontinued operations in the year and prior period
comparatives have been restated accordingly. Like-for-like
performance measures are based on the results from continuing
operations. Both disposals were consistent with the three-year plan
adopted a year ago to simplify the business and focus on our core
strategic pillars of Digital Transformation, manifesto and
KITS.
Revenues from continuing operations
were up 21.0% to £84.3m in the year, ahead of our target of 15-20%.
This growth was driven by our Consulting business (now the largest
part of our Digital Transformation business) due to significant new
business wins with Central Government in the second half of FY23
and first quarter of FY24. Revenues in our Digital Experience (now
manifesto) business eased due to clients in the charitable and
commercial healthcare sectors holding back spend. Our RedCortex
business (now part of Digital Transformation) faced some
challenges, including a contraction in spend in the health sector
in Wales.
Sequentially, on a like-for-like
basis, Group revenues increased by 7.4% in Q1, 38.3% in Q2, 31.6%
in Q3 and 10.8% in Q4, demonstrating sustained positive momentum
throughout the year. New business wins amounted to a record £139m
in the year, including two very significant wins in Central
Government: up to £49m over four years with His Majesty's Land
Registry (HMLR) and up to £27m over two years with the Department
for Education (DfE).
Public service clients represented
over 90% of revenues, reflecting the increasing significance of
Central Government (c.65% of revenues) to the Group, as well as the
disposal of our Questers and Norway businesses, whose client base
was largely in the private sector. Management believe the private
sector represents a significant growth opportunity for the Digital
Transformation business, founded upon our long-standing
relationships with a number of clients in the financial services
and utilities sectors, amongst others. Our top 10 clients
represented 68% of 2024 revenues.
As revenues grew, so did the cost of
sales, which were up over 24% to £63.1m from £50.8m last year.
Gross profit therefore increased by 12.3% to £21.2m from £18.9m.
Full year gross margins of 25.1% (2023: 27.1% like-for-like)
reflected the H2 impact of the challenges at RedCortex, combined
with the impact of some sub-contractor arrangements contractually
required to service certain new business wins. We expect this
limited dependency on external partners to reduce over time and,
consequently, gross margins to improve.
We have made good progress in
re-balancing the weighting of permanent and contractor staff.
Permanent FTE headcount increased by 9% on a like-for-like basis to
533 people at 31 March 2024, whilst the number of contractors
reduced by over one-third to 133 people. Total headcount, including
contractors, was therefore around 670 people at the end of the
financial year.
This shift in resource mix should
lead to increased efficiency in the cost base in FY25 and beyond.
Productivity also improved with increased utilisation rates,
particularly in our Consulting (now Digital Transformation)
business. Staff retention showed continued improvement to 88% for
the year, compared with around 75% two years ago.
Adjusted EBITDA of £4.6m was double
the £2.3m figure for 2023 and our adjusted EBITDA margin of 5.5%
was significantly ahead of last year's 3.3% on a like-for-like
basis. All of our businesses met or exceeded budgeted FY24 Adjusted
EBITDA margin expectations, with the exception of
RedCortex.
The Group made a reported operating
loss from continuing operations of £(22.8)m against an operating
loss of £(19.0)m last year. Administrative expenses of £44.4m
(2023: £38.4m) include a non-cash goodwill impairment charge of
£14.5m (2023: £10.0m) largely in relation to RedCortex, and a
charge for impairment of acquired intangible assets of £1.7m (2023:
£1.8m). Charges for share-based payments increased to £1.4m (2023:
£0.1m) due to the full year impact of share incentive awards
granted in the second half of 2023. Restructuring and
transformation costs of £1.4m (2023: £2.5m) arose from the
aggregate impact of the rationalisation of our London property
portfolio, systems transformation initiatives and selective action
on staff costs to support the Group's strategic goals. Amortisation
of acquired intangible assets increased to £7.7m (2023: £6.2m) as
we shortened the expected useful life of a number of these
assets.
Excluding these items, the core
administrative expenses of the Group were down slightly on last
year at £17.7m despite revenue growth of 21%, reflecting further
investment in back-office resources, offset by reductions in
discretionary spend.
The Group made an adjusted profit
before tax from continuing operations of £1.8m (2023: £0.8m) and a
reported loss before tax of £(24.8)m (2023: loss of £(20.1)m).
Finance costs increased to £2.0m (2023: £1.1m) due to increased
average borrowings and higher interest rates. Taxation amounted to
a credit of £2.7m (2023: £1.5m credit) largely due to deferred tax
credits on amortisation of acquired intangible assets. Adjusted
profit after tax from continuing operations was £1.9m (2023:
£0.9m).
The disposal of Questers in
September 2023 gave rise to a gain on disposal of £3.7m which has
been included in the income statement within profit after tax from
discontinued operations. The disposal of TPXimpact Norway in
October 2023 for nominal consideration gave rise to a goodwill
impairment charge of £1.8m as a cost of discontinued operations.
Total profit after tax from discontinued operations was £1.8m
(2023: £1.1m).
Reported diluted earnings per share
from continuing operations was a loss of (24.5) pence per share
(2023: loss of (20.6) pence per share), reflecting the reported
losses in the period, including the goodwill/intangible asset
impairment charges of £16.2m. On an adjusted basis, diluted
earnings per share from continuing operations more than doubled to
2.1 pence per share (2023: 0.9 pence per share).
Whilst the Board has decided there
will be no dividend in respect of FY24, the improvement in
performance is encouraging and dividend policy will continue to be
reviewed on a regular basis.
Net
debt and Cash flow
Net debt (excluding lease
liabilities) at 31 March 2024 was £7.1m (the lowest level in over
three years and significantly better than our £11m target) compared
with £17.5m at 31 March 2023. Net cash generated from operations
amounted to £7.3m, reflecting the cash benefit of improved trading
and effective working capital management. Debtor days were 43 at
year-end compared with over 70 days a year ago.
The disposal of Questers and
TPXimpact Norway gave rise to a net cash inflow of £6.1m (£7.5m of
gross cash proceeds less cash deconsolidated from the Group balance
sheet). Other cash outflows included interest payments of £2.2m,
long-term lease payments of £0.7m and capital expenditure of £0.2m,
with an inflow of £0.2m due to a corporate tax refund. Free cash
flow therefore amounted to £10.5m.
The Group used £8.3m of this free
cash flow to repay debt, so gross borrowings reduced to £16.2m at
31 March 2024 (2023: £24.5m). Since year-end, a further £4.0m has
been repaid, so gross borrowings at 30 June 2024 amounted to
£12.2m, a 50% decrease on a year ago. The leverage ratio (net
debt/12M Adjusted EBITDA) at 31 March 2024 was 1.54x and the Group
has comfortably satisfied its banking covenants since they were
reset a year ago.
Debt facility
As announced on 24 June 2024, given
the significant improvement in the Group's debt position over the
last year, the Company and its bankers agreed to extend the
maturity of the Group's revolving credit facility (RCF) by one year
to July 2026 and reduce the amount of the facility from £30m to
£25m, to better reflect the ongoing needs of the business. The
existing accordion of £15m continues to be available if
required.
In addition, the borrowing
conditions (covenants) of the RCF have been eased, one quarter
ahead of schedule. These favourable amendments to the Group's
financing arrangements represent a return to a more normal
framework for debt and cash management and will allow management
greater freedom to manage and invest in the business
effectively.
Balance sheet
The Company holds a minority stake
of c. 11% of equity (on a diluted basis) in OpenDialog AI Limited
("ODAL"), a conversational AI software business. As illustrated by
the successful Series A capital raise in early 2024, this
investment provides the Company with an exciting exposure to the
conversational AI market and we look forward to supporting its
continued, rapid development.
Current trading
Like-for-like revenue growth for the
two months ending 31 May 2024 was over 11%, which is in line with
our full year target range of 10-15%. Profitability was in line
with budget and ahead of the same period last year. £9m of new
business was won in the first quarter and the current pipeline of
opportunities is very strong, despite the General
Election.
Outlook
In the trading update released on 30
May 2024, the Board reaffirmed the 2025 full-year targets of 10-15%
like-for-like revenue growth and further improvement in Adjusted
EBITDA margins of 2-3% on top of the 5.5% achieved in 2024. We
expect the July General Election to lead to a heavier second-half
weighting of revenue and profitability than usual. This is likely
to mean more subdued top-line growth in the summer months (against
tough comparatives), with a subsequent acceleration commencing in
Q3. Backlog or committed revenues represent around 70% of targeted
full year revenues.
Management are also targeting a
leverage ratio of c.1.0x at 31 March 2025, which would allow for
share repurchases of £1-2m into the Company's EBT during the second
half of the year. These shares will be used to satisfy long-term
employee share incentive awards due to vest next year.
With respect to 2026, management
continue to target like-for-like revenue growth of 10-15% and an
Adjusted EBITDA margin of 10-12%, in line with our previously
announced, three-year strategic goals. The ongoing, successful
execution of our strategy provides a solid foundation for achieving
our targets and we firmly believe that the
fundamental demand for our skills and services will remain strong
for the foreseeable future.
Steve Winters
CFO, TPXimpact
9 July 2024
Unaudited preliminary results for the year ended 31 March
2024 Consolidated Income Statement
For the year ended 31 March
2024
|
|
Unaudited
2024
|
Audited
20231
|
|
|
Note
|
£'000
|
£'000
|
|
Revenue
|
|
84,269
|
69,672
|
|
Cost of sales
|
|
(63,090)
|
(50,816)
|
|
Gross profit
|
|
21,179
|
18,856
|
|
Administrative expenses
|
|
(44,384)
|
(38,377)
|
|
Other income
|
|
404
|
492
|
|
Operating loss
|
|
(22,801)
|
(19,029)
|
|
Finance costs
|
|
(2,046)
|
(1,084)
|
|
Loss before tax from continuing operations
|
|
(24,847)
|
(20,113)
|
|
Taxation
|
|
2,664
|
1,494
|
|
Loss after tax from continuing operations
|
|
(22,183)
|
(18,619)
|
|
Profit after tax from discontinued
operations
|
|
1,811
|
1,061
|
|
Net
loss
|
|
(20,372)
|
(17,558)
|
|
Other comprehensive (loss)/income:
|
|
|
|
|
Exchange differences on translation
of foreign operations
|
|
(22)
|
20
|
|
Exchange adjustments recycled to the
income statement on disposal of discontinued operations
|
|
94
|
-
|
|
Total comprehensive loss for the year
|
|
(20,300)
|
(17,538)
|
|
Earnings per share from continuing and discontinued
operations
|
|
|
|
|
Basic (p)
|
7
|
(22.5p)
|
(19.5p)
|
|
|
|
Fully diluted (p)
|
7
|
(22.5p)
|
(19.5p)
|
|
|
|
Earnings per share from continuing
operations
|
|
|
|
|
Basic (p)
|
7
|
(24.5p)
|
(20.6p)
|
|
|
|
Fully diluted (p)
|
7
|
(24.5p)
|
(20.6p)
|
|
|
|
1 Prior year figures have been re-presented in accordance with
IFRS 5 Non-current Assets Held for Sale and Discontinued
Operations, as described in note 4.
Consolidated Statement of Financial
Position
At 31 March 2024
|
|
|
Unaudited
2024
|
Audited
2023
|
|
|
Note
|
£'000
|
£'000
|
Non-current assets
|
|
|
|
|
Goodwill
|
|
5
|
40,167
|
59,486
|
Intangible assets
|
|
|
14,173
|
23,458
|
Property, plant and
equipment
|
|
|
220
|
473
|
Right of use assets
|
|
|
1,546
|
1,438
|
Other investments
|
|
|
2,188
|
2,188
|
Deferred tax assets
|
|
|
613
|
159
|
Total non-current assets
|
|
|
58,907
|
87,202
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
|
|
11,449
|
17,812
|
Contract assets
|
|
|
3,214
|
2,999
|
Corporate tax asset
|
|
|
437
|
335
|
Cash and cash equivalents
|
|
|
8,934
|
6,772
|
Total current assets
|
|
|
24,034
|
27,918
|
Total assets
|
|
|
82,941
|
115,120
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
|
|
(7,762)
|
(8,943)
|
Contract liabilities
|
|
|
(1,784)
|
(3,608)
|
Other taxes and social security
costs
|
|
|
(4,250)
|
(4,073)
|
Deferred and contingent
consideration
|
|
|
-
|
(225)
|
Lease liabilities
|
|
|
(714)
|
(564)
|
Total current liabilities
|
|
|
(14,510)
|
(17,413)
|
Non-current liabilities
|
|
|
|
|
Deferred tax liabilities
|
|
|
(3,537)
|
(5,796)
|
Borrowings
|
|
|
(16,050)
|
(24,317)
|
Lease liabilities
|
|
|
(1,009)
|
(909)
|
Total non-current liabilities
|
|
|
(20,596)
|
(31,022)
|
Total liabilities
|
|
|
(35,106)
|
(48,435)
|
Net
assets
|
|
|
47,835
|
66,685
|
Equity
|
|
|
|
|
Share capital
|
|
|
922
|
919
|
Own shares
|
|
|
(955)
|
(983)
|
Share premium
|
|
|
6,538
|
6,538
|
Merger reserve
|
|
|
50,449
|
73,474
|
Capital redemption
reserve
|
|
|
15
|
15
|
Foreign exchange reserve
|
|
|
-
|
(72)
|
Retained earnings
|
|
|
(9,134)
|
(13,206)
|
Total equity
|
|
|
47,835
|
66,685
|
Notes to the Consolidated Financial
Statements
1. General
information
TPXimpact Holdings plc is a public limited company incorporated in
England and Wales under the Companies Act 2006 with registered
number 10533096. The Company's shares are publicly traded on AIM,
part of the London Stock Exchange.
The address of the registered office
is 7 Savoy Court, London, England, WC2R 0EX. The principal activity
of the Group is the provision of digitally native technology
services to clients within the commercial, government and
non-government organisation (NGO) sectors.
The financial information set out in
this announcement does not comprise the Group's statutory accounts
as defined in section 434 of the Companies Act 2006 for the year
ended 31 March 2024. The statutory accounts for the year ended 31
March 2024 have not yet been delivered to the Registrar of
Companies, nor have the auditors yet reported on them. This
preliminary announcement does not constitute statutory accounts
under section 435 of the Companies Act 2006.
2. Basis of
preparation
The unaudited consolidated
preliminary financial statements have been prepared in accordance
with the recognition and measurement criteria of International
Financial Reporting Standards (IFRS) as adopted by the UK and the
AIM rules for Companies.
The financial statements are
presented in pound sterling (GBP), which is the functional currency
of the parent company.
Going concern
After reviewing the budgets and cash
projections for the next twelve months and beyond, the Directors
believe that the Group and the Company has adequate resources to
continue operations for the foreseeable future and to meet the
requirements of its debt covenants. For this reason they continue
to adopt the going concern basis in preparing the financial
statements.
3. Accounting
policies
The accounting policies used in the
preparation of the unaudited preliminary consolidated financial
statements for the year ended 31 March 2024 are consistent with
those which were adopted in the annual statutory financial
statements for the year ended 31 March 2023.
4. Discontinued
operations
The Group disposed of its
subsidiaries Questers Resourcing Limited and Questers Bulgaria EOOD
("Questers") on 18 September 2023 for cash consideration of £7.5
million.
The Group disposed of its equity
interests in TPXimpact Norway AS on 13 October 2023 to companies
controlled by the managing partners of the business for a nominal
consideration of £1. This disposal was considered a related party
transaction and the directors consider, having consulted with its
nominated adviser, that the terms of the transaction were fair and
reasonable insofar as its shareholders are concerned.
The operations of both Questers and
TPXimpact Norway are presented as discontinued operations in the
consolidated income statement with the comparatives and related
notes restated accordingly. The Questers disposal generated a gain
of £3.7 million and the TPXimpact Norway disposal generated a loss
of £0.1 million and a £1.8 million impairment was recognised on
classification as held for sale. These are included in profit after
tax on discontinued operations in the year ended 31 March
2024.
Income statement reconciliation:
|
Continuing
operations
2024
£'000
|
Discontinued
operations
2024
£'000
|
Total
operations
2024
£'000
|
Continuing
operations
2023
£'000
|
Discontinued
operations
20231
£'000
|
Discontinued
operations
2023
re-presented2
£'000
|
Total
operations
2023
£'000
|
Revenue
|
84,269
|
7,171
|
91,440
|
69,672
|
27
|
14,008
|
83,707
|
Cost of sales
|
(63,090)
|
(6,102)
|
(69,192)
|
(50,816)
|
(58)
|
(11,959)
|
(62,833)
|
Gross profit
|
21,179
|
1,069
|
22,248
|
18,856
|
(31)
|
2,049
|
20,874
|
Administrative expenses
|
(44,384)
|
(2,852)
|
(47,236)
|
(38,377)
|
(76)
|
(2,412)
|
(40,865)
|
Gain on sale of discontinued
operations
|
-
|
3,580
|
3,580
|
-
|
1,606
|
-
|
1,606
|
Other income
|
404
|
47
|
451
|
492
|
-
|
27
|
519
|
Operating (loss)/profit
|
(22,801)
|
1,844
|
(20,957)
|
(19,029)
|
1,499
|
(336)
|
(17,866)
|
Finance costs
|
(2,046)
|
(11)
|
(2,057)
|
(1,084)
|
-
|
(21)
|
(1,105)
|
(Loss)/profit before tax
|
(24,847)
|
1,833
|
(23,014)
|
(20,113)
|
1,499
|
(357)
|
(18,971)
|
Taxation
|
2,664
|
(22)
|
2,642
|
1,494
|
(54)
|
(27)
|
1,413
|
(Loss)/profit after tax
|
(22,183)
|
1,811
|
(20,372)
|
(18,619)
|
1,445
|
(384)
|
(17,558)
|
1 In the year ended 31 March 2023 discontinued operations
represents Greenshoots Lab Limited ('GSL'), a subsidiary of the
Group which was disposed of in May 2022.
2 Prior year figures have been re-presented to include Questers
and TPXimpact Norway as discontinued operations.
5.
Goodwill
Goodwill decreased by £19.3 million
during the year ended 31 March 2024. This is primarily due to
impairment charges in relation to RedCortex and Digital Experience
of £10.4 million and £4.1 million respectively, as well as £3.0
million of goodwill disposed in respect of Questers and a £1.8
million impairment in TPXimpact Norway on classification as held
for sale.
6.
Borrowings
At 31 March 2024, the Group had a
revolving credit facility with HSBC of £30 million (with a £15
million accordion) of which £16.2 million had been drawn down
following repayments during the year of £8.3 million.
In June 2023, management and HSBC
agreed a reset of the Group's lending covenants based on minimum
levels of liquidity at each month end and minimum Adjusted EBITDA
levels at each quarter-end. The revised covenants at 31 March 2024
were met. In June 2024, management and HSBC agreed to ease the
covenants one quarter ahead of schedule. The covenants now comprise
two measures to be assessed at each quarter end: (i) Net debt
(excluding lease liabilities) to rolling twelve month Adjusted
EBITDA of 2.5x or less; and (ii) rolling twelve month Adjusted
EBITDA to net finance costs of at least 3.0x for the periods ending
30 September and 31 December 2024 and 3.5x for the year ending 31
March 2025 and thereafter.
In June 2024, a further £4.0 million
was repaid and the Group and HSBC also agreed to extend the
maturity of the revolving credit facility by one year to July 2026
while reducing the amount of the facility from £30 million to £25
million.
7.
Earnings per share
|
2024
Number of
shares
|
2023
Number of
shares
|
|
'000
|
'000
|
Weighted average number of shares
for calculating basic earnings per share
|
90,368
|
90,185
|
Weighted average number of dilutive
shares
|
3,142
|
3,839
|
Weighted average number of shares
for calculating diluted earnings per share
|
93,510
|
94,024
|
|
2024
|
20231
|
|
£'000
|
£'000
|
Loss after tax from continuing
operations
|
(22,183)
|
(18,619)
|
Profit after tax from discontinued
operations
|
1,811
|
1,061
|
Loss after tax from total
operations
|
(20,372)
|
(17,558)
|
|
|
|
Adjusted profit after tax from
continuing operations2
|
1,919
|
875
|
|
Earnings per share is calculated as
follows:
|
2024
|
20231
|
Basic earnings per share
|
|
|
Basic earnings per share from
continuing operations
|
(24.5p)
|
(20.6p)
|
Basic earnings per share from
discontinued operations
|
2.0p
|
1.1p
|
Basic earnings per share from total
operations
|
(22.5p)
|
(19.5p)
|
|
|
|
Adjusted basic earnings per share
from continuing operations
|
2.1p
|
1.0p
|
|
|
|
Diluted earnings per share
|
|
|
Diluted earnings per share from
continuing operations3
|
(24.5p)
|
(20.6p)
|
Diluted earnings per share from
discontinued operations3
|
2.0p
|
1.1p
|
Diluted earnings per share from
total operations3
|
(22.5p)
|
(19.5p)
|
|
|
|
Adjusted diluted earnings per share
from continuing operations
|
2.1p
|
0.9p
|
1 Prior year figures have been re-presented in accordance
with IFRS 5 Non-current Assets Held for Sale and Discontinued
Operations, as described in note 4.
2 Adjusted profit after tax on continuing operations is
defined in note 8.
3 The weighted average shares used in the basic EPS calculation
has also been used for reported diluted EPS due to the
anti-dilutive effect of the weighted average shares calculated for
the reported diluted EPS calculation.
8.
Alternative performance measures (unaudited)
In measuring our performance, the
financial measures that we use include those which have been
derived from our reported results in order to eliminate factors
which distort period-on-period comparisons. These are considered
non-GAAP financial measures, and include measures such as
like-for-like revenue, adjusted EBITDA and net debt. We believe
this information, along with comparable GAAP measurements, is
useful to shareholders and analysts in providing a basis for
measuring our financial performance.
Like-for-like
Like-for-like comparisons are
calculated by comparing current year results for continuing
operations (which includes acquisitions from the relevant date of
completion) to prior year results, adjusted to include the results
of acquisitions for the commensurate period in the prior year. In
the year ended 31 March 2024, there were no differences in the
like-for-like and reported comparisons due to there being no
acquisitions in either period.
Reconciliation of net debt (excluding lease
liabilities):
|
|
2024
£'000
|
2023
£'000
|
Cash and cash equivalents
|
|
8,934
|
6,772
|
Borrowings due after one
year1
|
|
(16,050)
|
(24,317)
|
Net
debt
|
|
(7,116)
|
(17,545)
|
|
|
|
|
|
Reconciliation of operating loss to adjusted
EBITDA:
|
|
2024
£'000
|
2023
£'0002
|
|
Operating loss
|
|
(22,801)
|
(19,029)
|
|
Amortisation of intangible
assets
|
|
7,657
|
6,155
|
|
Depreciation
|
|
789
|
371
|
|
Loss from fair value movement in
contingent consideration
|
|
7
|
188
|
|
Impairment of intangible
assets
|
|
1,673
|
1,770
|
|
Impairment of goodwill
|
|
14,492
|
9,995
|
|
Share-based
payments3
|
|
1,425
|
84
|
|
Costs directly attributable to
business combinations
|
|
-
|
229
|
|
Restructuring and transformation
costs
|
|
1,387
|
2,541
|
|
Adjusted EBITDA
|
|
4,629
|
2,304
|
|
1 Borrowings due after one year comprise gross borrowings
less unamortised debt issuance costs.
2 Prior year figures have been re-presented in accordance with
IFRS 5 Non-current Assets Held for Sale and Discontinued
Operations, as described in note 4.
3 Includes social security costs.
Reconciliation of loss before tax to adjusted profit after
tax:
|
|
2024
£'000
|
2023
£'0001
|
|
Loss before tax on continuing operations
|
|
(24,847)
|
(20,113)
|
|
Amortisation of intangible
assets
|
|
7,657
|
6,155
|
|
Loss from fair value movement in
contingent consideration
|
|
7
|
188
|
|
Impairment of intangible
assets
|
|
1,673
|
1,770
|
|
Impairment of goodwill
|
|
14,492
|
9,995
|
|
Share-based
payments2
|
|
1,425
|
84
|
|
Costs directly attributable to
business combinations
|
|
-
|
229
|
|
Restructuring and transformation
costs
|
|
1,387
|
2,541
|
|
Adjusted profit before tax on continuing
operations
|
|
1,794
|
849
|
|
Tax (excluding impact of
amortisation of intangible assets and share-based
payments)
|
|
125
|
26
|
|
Adjusted profit after tax on continuing
operations
|
|
1,919
|
875
|
|
1 Prior year figures have been re-presented in accordance with
IFRS 5 Non-current Assets Held for Sale and Discontinued
Operations, as described in note 4.
2 Includes social security costs.