TIDMTRCS
RNS Number : 4557T
Tracsis PLC
15 November 2023
Tracsis plc
('Tracsis', 'the Company' or 'the Group')
Audited results for the year ended 31 July 2023
Tracsis, a leading transport technology provider, is pleased to
announce its audited final results for the year ended 31 July
2023.
Financial Results (GBP'm) 2023 2022
Revenue 82.0 68.7 +19%
Adjusted EBITDA * 16.0 14.2 +13%
Adjusted EBITDA* % 19.4% 20.6% -120bps
Cash ** 15.3 17.2
Adjusted diluted earnings
per share * 38.5p 32.3p +19%
Statutory Results
Operating profit 7.3 3.3 +123%
Profit before tax 7.1 2.6 +179%
Basic earnings per share 22.8p 5.1p +348%
Final dividend per share 1.2p 1.1p +9%
Total dividend per share 2.2p 2.0p +10%
Financial Highlights:
-- Strong revenue growth across both Divisions
o Rail Technology & Services: up 26% to GBP37.9m (2022: GBP29.9m)
o Data, Analytics, Consultancy & Events: up 14% to GBP44.1m (2022: GBP38.8m)
o Rail Technology & Services annual recurring and repeat
revenue increased 9% to GBP23.1m (2022: GBP21.1m)
-- 10% Group organic revenue growth
-- Adjusted EBITDA* margin reflects c.GBP1m investment in
enhancing capabilities and integrating the Group's activities
-- GBP9.6m cash outflows for contingent and deferred acquisition
considerations; all material earn-outs now paid
-- Healthy cash generation and strong debt-free balance sheet to invest in further growth
-- Continuation of progressive dividend policy. Proposed final
dividend of 1.2p per share, with total dividend of 2.2p per share
(2022: 2.0p)
Operational and Strategic Highlights:
-- Continued growth in rail technology software licence usage and annual recurring revenue
o Delivery of three large multi-year SaaS contracts
o Record demand for Remote Condition Monitoring solutions
o Won two new Pay As You Go ("PAYG") smart ticketing technology contracts
-- Strong contribution from Rail Technology North America with
fast-growing pipeline of opportunities
-- High activity levels in Data, Analytics, Consultancy &
Events, including benefit from new contract wins
-- Further progress made to simplify our organisational
structure based around common operating models
Current Trading and Outlook:
-- The Board anticipates that FY24 performance will be in line with market expectations
o Continued strong organic growth in Rail Technology &
Services software revenue; Data, Analytics, Consultancy &
Events financial performance at similar level to FY23
o FY24 growth is likely to be weighted towards H2, reflecting
delivery timelines and transition to SaaS for new contract wins in
North America
o New opportunities currently being contracted for PAYG smart ticketing and delay repay solutions
-- Well positioned to deliver future growth
o Digital transformation remains integral to rail industry's
future, and we are seeing strong pipeline growth in all rail
markets
o Network Rail CP7 funding of GBP43.1bn confirmed with a focus
on improving train performance for freight and passengers
o The 2023 Kings Speech has confirmed the government's intent
via a draft rail reform bill for Great British Railways to be
established to serve as a single point of accountability for the
performance of the railway alongside a commitment to roll-out PAYG
ticketing across the UK
-- Actions to complete the transformation of our operating model
are underway, creating a scalable platform for accelerated
growth
Chris Barnes, Chief Executive Officer, commented:
"This has been a year of significant financial and operational
progress for Tracsis.
We have delivered strong organic and earnings-accretive
acquisitive growth, have completed the implementation of several
large, complex enterprise software contracts, and have made further
progress in integrating the Group's activities and enhancing our
capabilities.
The performance of our North American rail business has been
particularly pleasing alongside the strong performance of all
businesses within the Data, Analytics, Consultancy and Events
Division.
Q1 trading has started in line with expectations, and the Group
remains well positioned to deliver further growth in the coming
year. We have a strong orderbook and a fast growing opportunity
pipeline across both Divisions. We expect FY24 growth to be
weighted towards H2 given the impact uncertainty in UK rail has had
on delivery timescales and the impact an expected SaaS transition
will have on the phasing of rail revenues in North America.
Digital transformation will continue to play a significant role
in the rail industry's transition to a data-driven,
customer-focused, safety-critical future. The breadth of Tracsis'
product offering and leading digital end-to-end solutions has a
clear alignment to the growing needs of the rail industry and
increased demands from a customer experience perspective. We are
well placed to help the industry to increase passenger revenues
whilst also delivering operational performance improvements and
efficiency savings.
We remain committed to implementing our overall strategic growth
and investment plans, and will continue to pursue both organic and
acquisitive growth supported by a strong balance sheet."
* In addition to statutory reporting, Tracsis plc reports
alternative performance measures ("APMs") which are not defined or
specified under the requirements of International Financial
Reporting Standards ("IFRS"). These metrics adjust for certain
items which impact upon IFRS measures, to aid the user in
understanding the activity taking place across the Group's
businesses. APMs are used by the Directors and management for
performance analysis, planning, reporting and incentive purposes. A
summary of APMs used and their closest equivalent statutory
measures is given in note 6.
** Cash and cash equivalents, and cash held in escrow
Presentation and Overview videos
Tracsis is hosting an online presentation open to all investors
on Friday 17 November 2023 at 1.00pm UK time. Anyone wishing to
connect should register here: https://bit.ly/TRCS_FY_webinar
A video overview of the results featuring CEO Chris Barnes and
CFO Andy Kelly is available to view here:
https://bit.ly/TRCS_FY23_overview
Demonstration videos of the Group's Rail Technology UK products
are available to view here: Rail Technology Product Demonstration
for Investors | Tracsis
Enquiries
Tracsis plc Tel: 0845 125 9162
Chris Barnes (CEO)
Andy Kelly (CFO)
Cavendish Capital Markets Limited (NOMAD & Broker) Tel: 020 7220 0500
Jonny Franklin-Adams/Giles Balleny/Charlie Beeson (Corporate Finance)
Andrew Burdis/Sunila de Silva (Corporate Broking)
Alma Strategic Communications (Financial PR) Tel: 020 3405 0205
David Ison/Rebecca Sanders-Hewett/Joe Pederzolli tracsis@almapr.co.uk
Management Overview
The Group has performed well during the year ended 31 July 2023,
delivering strong organic and acquisitive growth, completing the
implementation of several software deployments from contracts won
in previous years, and winning new multi-year software contracts
that will support further growth in recurring revenues. Alongside a
robust financial performance, we have made further progress towards
a more integrated operating model.
Simplifying the Group around common operating models
The Group has been reorganised into a new structure outlined
below, with the purpose of simplifying the business and aligning it
around common operating models. Rail Technology & Services is
focused on software and hardware products, with a strategic goal of
driving increased recurring revenue. Data, Analytics, Consultancy
& Events is focused on operational deployment and specialist
consultancy services. Our Divisional segmentation remains unchanged
and consistent with prior years.
Rail Technology & Services
-- Rail Technology UK (comprising Rail Operations &
Planning, Digital Railway & Infrastructure, and Rail Customer
Experience)
-- Rail Technology North America (previously RailComm)
Data, Analytics, Consultancy & Events
-- Professional Services (comprising Data Analytics/GIS and Transport Insights)
-- Traffic Data & Events (comprising Traffic Data and Events Transport Planning & Management)
Year in review
Our activities this year have been focused in six key areas, as
summarised below. This is followed by a table updating on progress
against our strategy and a comprehensive divisional breakdown of
trading progress and prospects:
1. Successful delivery of large SaaS rail technology contracts
with ongoing implementations that will support further organic
growth
Progress in UK rail : We have completed delivery of three large
and complex multi-year SaaS contracts for train operators and
infrastructure owners with others due to go live during FY24. Two
end-to-end deployments of TRACS Enterprise with Train Operating
Companies ("TOCs") were completed, replacing disparate legacy
systems. Work continues on three further deployments that are due
to go live from FY24, including the first in the freight sector.
Alongside this, the roll-out of the large RailHub contract with
Network Rail completed with a pipeline of further
opportunities.
New contracts to support future growth : In the UK, we won two
contracts for our pay-as-you-go ("PAYG") smart ticketing solution,
including the first contactless bank card deployment outside of
Transport for London, set to go live in FY24. We also secured the
first deployment of our mobile app platform "Hopsta" with a UK TOC,
also expected to be completed in 2024.
Further growth in recurring revenue : As a result of the new
contract wins and the deployment of contracts won in previous
years, annual recurring and routinely repeating revenue in the Rail
Technology & Services Division increased by 9% to GBP23.1m.
Ongoing commercial momentum : Post year-end, we have begun
contracting further new opportunities for our PAYG smart ticketing
and delay repay solutions.
Investing in 'next generation' technology : We are investing in
technology where we see opportunities to accelerate further growth
in our markets. In FY23 this included developing the Hopsta smart
ticketing mobile app platform, resulting in GBP0.3m of capitalised
development costs. We have a pipeline of innovative technology
development opportunities under review, and will determine the most
appropriate investment model to realise these, which may include
further self-funded development where this can deliver an
attractive return on investment.
2. Strong performance in North America, with a growing pipeline
of opportunities
Poised for accelerated growth following first full year of
ownership : Our North American operations have rebranded to Tracsis
post year-end. The commercial team has been reorganised and the
senior leadership, sales and development personnel have been
strengthened with a view to accelerating growth.
Progress with large software deployment : Customer acceptance
testing with a transit customer for a licence in the order book on
acquisition has been completed, scheduled to be fully operational
in early 2024.
Traditional core products performing well : We have a fast
growing pipeline growth for our Yard Automation and Computer Aided
Dispatch products.
Remote Condition Monitoring cross-selling traction : On
acquisition we stated our intention to progressively market
Tracsis' UK product portfolio into the US. Strong progress has been
made in growing the pipeline of Remote Condition Monitoring
opportunities and several user trials are currently live.
Unique market position : Tracsis operates in North America as a
mid-market competitor with a differentiated range of products and
services. Feedback from train operators and ports/industrials
owners emphasises the need for new market entrants to challenge
incumbent suppliers and introduce innovative digital solutions for
immediate efficiency and operational benefits.
3. Digital transformation remains integral to the rail
industry's future
Shaping the future : The delivery of a data-driven,
customer-focused and safety-critical rail industry will remain a
core priority in the UK and overseas. Tracsis' range of products
and services are aligned with these end market drivers, enabling
customers to enhance efficiency, productivity, performance and
safety in mission-critical activities.
Near-term uncertainty in procurement and delivery timelines :
The industrial action in the UK that has been ongoing since June
2022 has in some cases slowed decision-making as our customers
focus on continually re-planning timetables and services. However,
the benefits case of our rail technology products remain closely
aligned with the focus of train operators and infrastructure owners
on revenue growth, operating efficiencies, cost savings and safety
improvements.
No expectation long-term growth prospects will be negatively
impacted by well-publicised issues : The ongoing industrial action,
cancellation of the northern part of HS2, delays to the
implementation timing of Great British Railways ("GBR") and
potential government changes in the UK and US are not anticipated
to adversely affect future growth. While some near-term procurement
timelines may be affected due to changes in how funding is
allocated between entities (Network Rail, train operators, GBR,
Rail Delivery Group), the overall focus on improving safety,
efficiency and customer experience through technology will remain
intact. We continue to see significant long-term tailwinds in both
the UK and North American rail markets.
4. Record activity levels in Data, Analytics, Consultancy and
Events
Record revenue in Traffic Data and Events : The strong
performance can be attributed to Events remaining in high demand,
with new contract wins for fixed venue work, and a return of
Traffic Data activity to pre-pandemic levels. The large multi-year
National Road Traffic Census ("NRTC") contract was renewed at an
increased value, and post year-end we secured renewals with some of
our largest Events customers.
Strong demand for data analytics/GIS, earth observation, and
specialist transport consultancy services : Driven by a growing
need in the transport and environmental sectors for precise asset
location and performance insights to meet efficiency and ESG
objectives. Demand levels for our specialist rail consultancy and
passenger analytics services in the period were high.
Underlying growth in FY24 offsets non-repeat revenue : The
record performance in FY23 included the benefit from certain
revenue items that are not expected to repeat in FY24, including
certain events and sporting fixtures that are not scheduled to
re-occur in the year. We expect the Division overall to deliver a
financial performance at a similar level to FY23, with underlying
growth elsewhere offsetting this non-repeat revenue.
5. Good progress in integrating activities
Targeted investment to support the Group's long-term growth
prospects : FY23 performance includes c.GBP1.0m investment in
executing the following actions to integrate the Group and enhance
our capabilities. These actions have better positioned the Group to
deliver its long-term strategic growth ambitions.
Reorganising the business around common operating models : One
of our key objectives is to simplify the business and embed a
common approach based on industry best practice. During FY23 we
have implemented a new organisational structure based around common
operating models. This is an important step in our journey to
create a fully integrated and scalable business.
Strengthening our core capabilities : To deliver the large
orderbook of complex product implementations, we have invested in
our SaaS delivery capabilities, including through the addition of
an experienced programme management and IT support team. In both
the UK and in North America we have invested to build out and
upskill our commercial teams, better enabling us to access the
large market opportunities in both geographies.
Streamlining of Traffic Data and Events Transport Planning &
Management business : Both businesses have been fully integrated
under a single senior leadership team. This will deliver operating
efficiencies, margin optimisation, a consistent and focused
approach to health and safety, and a reduction of carbon emissions
from our vehicle fleet as we move towards our 2030 carbon neutral
target.
Enhanced IT infrastructure : The implementation of a new
groupwide IT operating environment is enhancing the efficiency and
resilience of our operations while facilitating collaboration
across the Group. Further changes will be delivered during FY24 to
upgrade key IT systems.
Continued commitment to ESG : We have continued to deliver our
"OneTracsis" leadership programme for managers and senior leaders
across the Group. We have also hosted events focused on promoting
accessibility to technology, including a panel discussion on
careers in tech and a hackathon themed around using technology to
develop a skilled, productive and inclusive workforce. Post
year-end we completed the groupwide implementation of ISO14001 to
support the delivery of our carbon neutral 2030 objective.
6. Transformation of the Group operating model
Transforming how we operate: Having completed the new
organisational structure during FY23, in the first quarter of FY24
we have started a programme of actions to now transform the Group's
operating model. The catalyst for these activities is the lessons
learned from the three large SaaS deployments implemented since
July 2022 and the need to establish a groupwide approach to how we
develop and deliver enterprise software solutions based around
industry best practice. The actions we are taking include:
headcount reductions where roles are duplicated or are no longer
required; streamlining our legacy entity and operating footprint;
implementing a single groupwide IT support service; and upgrading
systems to deliver improved management information. We expect these
actions to be substantially completed during the FY24 financial
year.
These changes will improve the timeliness, quality and
repeatability of delivery, which will enable the Group to
accelerate its future revenue and margin growth trajectory.
Anticipated transformation costs : We expect to incur c.GBP2m of
non-repeat costs in FY24 in order to deliver this transformation,
primarily in cash. These will be reported as exceptional costs so
the underlying year on year trading performance of the Group can be
more clearly understood. These costs will be weighted towards the
first half of the year.
Progress on Delivering our Strategy
Tracsis' purpose is to empower the world to move freely, safely
and sustainably. Our business model remains focused on specialist
product offerings that have high barriers to entry, are sold on a
recurring basis under contract, and to a retained customer base
that is largely blue chip in nature. Our strategy to achieve this
is focused on four areas as outlined below.
We have made good progress in executing this growth strategy
this year, which leaves the Group well positioned to deliver
further growth. Key progress against the objectives for each of our
four strategic priorities is summarised in the table below:
Drive Organic Growth
Delivery of our pipeline, increasing annual recurring software revenue,
continual innovation of products and services, high quality delivery
and an excellent close working relationship with our customers
Progress in 2023 Future Focus
---------------------------------------------------------------
* 10% organic growth for the Group * Delivery of a large orderbook of rail technology
contracts including further TRACS Enterprise and
smart ticketing deployments
* 9% increase in Rail Technology & Services annual
recurring revenue
* Growing pipeline of rail technology opportunities in
UK and North America
* Two full deployments of TRACS Enterprise completed
since July 2022
* Leverage our unique position in North America to
accelerate growth in this market
* Won two new contracts for the deployment of our
Pay-As-You-Go (PAYG) smart ticketing technology, with
a further new opportunity secured post year-end * Continue to improve the quality, timeliness, and
alongside a new delay repay award. repeatability of future product delivery
* Roll-out of RailHub enterprise software contract
completed, more than doubling the user base for this
product to over 40,000 individual users
* Record revenue from Remote Condition Monitoring
hardware and software, and in the Data, Analytics,
Consultancy & Events Division
* Multi-year contract wins and renewals in Professional
Services and in Traffic Data & Events
---------------------------------------------------------------
Expand Addressable Markets
Selling our products and services into new markets, including overseas,
and expansion into selected sectors that share problems with the
industries we currently serve
Progress in 2023 Future Focus
---------------------------------------------------------------
* Investment in developing mobile app smart ticketing * Continue to execute our organic growth strategy in
platform North America, supported by a growing pipeline
* Significant revenue growth in North America following * Disciplined capital allocation for investment in
2022 acquisition of RailComm software and technology products
* Large software licence deployment for a new Computer * Continued growth in Professional Services including
Aided Dispatch product in the North American transit in information-as-a-service provision
market
* Utilise data analytics, GIS and Earth Observation
* Targeted investment in sales team expansion in North capabilities to deliver additional insight to our
America and UK to accelerate pipeline growth customers across the transportation sector
* Continued to develop TRACS Enterprise application for * Targeted growth opportunities overseas or in adjacent
rail freight market and added new station rostering markets
product
---------------------------------------------------------------
Enhance Growth Through Acquisition
Supplementing organic growth with value accretive acquisitions that
meet our disciplined investment criteria, supported by healthy cash
generation and a strong balance sheet
Progress in 2023 Future Focus
---------------------------------------------------------------
* Strong performance from Rail Technology North America * Active pursuit of M&A to extend technology and data
in first full year of ownership informatics footprint, supported by strong balance
sheet
* Multi-year data analytics contract win in
Professional Services, utilising the enhanced * Continue to grow M&A pipeline, focused on UK, North
capabilities in earth observation following the prior America and targeted overseas markets
year acquisition of Icon GEO
* Maintain disciplined approach
* Further potential targets are constantly being
evaluated
---------------------------------------------------------------
Implementing 'OneTracsis'
Enhanced integration and collaboration across the Group, increasing
management capability and bandwidth, and improving our systems and
processes, as key foundations to deliver our growth strategy
Progress in 2023 Future Focus
---------------------------------------------------------------
* Group now organised around common operating models * Complete transformation of the Group operating model
* Traffic Data & Events fully integrated under a common * Continued alignment of groupwide systems and
management team processes built around 'OneTracsis'
* Further strengthened our core capabilities with * Accelerate R&D collaboration and new product
targeted recruitment for senior technology and development
commercial roles
* Continue to execute people strategy, with a focus on
* Executing people strategy to attract, retain and high performing teams and succession planning
develop talent
* Groupwide ISO14001 (environmental management)
implementation completed post year-end
---------------------------------------------------------------
Trading Progress and Prospects
Rail Technology & Services
Summary segment results:
Revenue GBP37.9m (2022: GBP29.9m)
Adjusted EBITDA* GBP10.4m (2022: GBP9.8m)
Profit before Tax GBP5.2m (2022: GBP4.8m)
The Rail Technology & Services Division delivered growth in
both the UK and in North America, supported by increased software
licence usage and a full year of ownership of RailComm (now Rail
Technology North America). New contract wins in the year and strong
demand for Remote Condition Monitoring were supplemented by
completing delivery milestones on several large SaaS deployments.
These included the second full deployment of TRACS Enterprise with
a passenger TOC, and completing the roll-out of the large RailHub
enterprise software contract that was won in July 2021. We also
delivered a large software licence deployment for a new variant of
our Computer Aided Dispatch product in the North American transit
market.
Total revenue of GBP37.9m was 26% higher than prior year.
Organic growth of 8% was supplemented by a strong performance from
the Rail Technology North America business. As a result of the new
contract wins and the deployment of contracts won in previous
years, annual recurring and routinely repeating revenue in the Rail
Technology & Services Division increased by 9% to GBP23.1m.
Adjusted EBITDA* increased by GBP0.6m to GBP10.4m (2022:
GBP9.8m) and includes c.GBP0.8m of investment associated with the
integration of the Division's activities and enhancing our core
capabilities. Profit before Tax increased by 7% to GBP5.2m (2022:
GBP4.8m) and includes a full year of amortisation following the
2022 acquisition of RailComm.
Rail Technology UK
Total revenues from the Group's Rail Technology UK business
increased by 9% to GBP29.0m (2022: GBP26.6m), driven primarily by
Remote Condition Monitoring (RCM) and Customer Experience.
We saw high RCM volumes in the year, resulting in record
revenue. Performance in this product area is linked to the
investment cycle trend of its UK customer base which consists of 5
year 'Control Periods'. We have several large contracts with
Network Rail and with railway systems integrators for the supply of
RCM through the remainder of Control Period 6 which runs to 31
March 2024. Network Rail Control Period 7 funding of GBP43.1bn has
been confirmed starting from 1 April 2024 with a specific focus on
improving train performance for freight and passengers. This aligns
very strongly with Tracsis' product offerings.
Growth in Customer Experience revenue included the benefit from
smart ticketing and delay repay contract wins that went live in the
previous financial year, as well as new contracts won in the period
and an increased level of delay repay transaction volumes. Our
smart ticketing product offering is well aligned with passenger
requirements and with the UK government's strategic intent to
deliver increased Pay As You Go (PAYG), multi-modal ticketing. In
January 2023 we won a new contract for the deployment of this
technology, with Transport for Wales ('TfW'). This will go live in
2024 and will be the first EMV (contactless bank card) deployment
of this versatile solution on the UK's rail network outside of
Transport for London. This will be integrated with our delay repay
product to provide an automated, frictionless experience for the
customer. TfW intends to ultimately extend this offering to deliver
a multi-modal PAYG solution including bus.
We have continued to invest in the deployment of a mobile app
platform ('Hopsta') that puts this smart ticketing technology
directly in the hands of the consumer and avoids the requirement
for expensive gateline infrastructure in stations. We secured the
first pilot deployment of this technology with a UK TOC during the
year, which is currently awaiting approval from Great British
Railways to be delivered as part of a wider set of PAYG trials. We
continue to see high levels of interest in our smart ticketing
product across ITSO smartcard, EMV and barcode solutions. Post
year-end we have been selected to deliver two further multi-year
contracts for our Customer Experience solutions - one for PAYG
smart ticketing and one for delay repay. Both are in the process of
being contracted with UK train operators and will go live in
2024.
Across the other parts of the Rail Technology UK product
portfolio there was a significant focus during the year on
delivering a large orderbook of multi-year SaaS contracts, which
has been challenging. This included completing the second full
deployment of TRACS Enterprise with a UK TOC. Work continues on
three further deployments that are due to go live from FY24,
including the first in the freight sector. We continue to see a
good pipeline of new opportunities for this product in both the
passenger and freight sectors of the industry. Delivery timelines
in this sector are typically determined in partnership with our
customers based around combined resource availability. Total
revenue was lower than the prior year including lower levels of
project milestone revenue aligned with these delivery timelines. We
are investing in technical and programme management capabilities to
support improved delivery in this area, and have started work to
modularise the product architecture to facilitate faster product
deployment. We have also developed and gone live with a new station
rostering product which is a further extension of our TRACS
Enterprise product suite. This is now available to all train
operators.
During the year we also completed the roll-out of the large
RailHub enterprise software contract that was won in July 2021.
This has embedded RailHub as the core platform used to plan and
safely deliver upgrade and maintenance work on or near the railway
line in the UK, and has more than doubled the user base for this
product to over 40,000 individuals across Network Rail and the
supply chain. There is a strong pipeline of future opportunities
for the RailHub platform including additional functionality that is
being developed by Tracsis.
Rail Technology North America
Total revenue of GBP8.9m was GBP5.6m higher than prior year,
which includes the benefit from a full year of ownership.
In the first half of the year we delivered a large software
licence deployment milestone for a new Computer Aided Dispatch
product (PTC BOS [1] ). This is part of a large and ongoing project
with a transit operator and will result in increased recurring
revenues as the solution is rolled out across its operations, which
is expected to be completed in 2024. This first deployment opens a
large new product segment opportunity for Tracsis in North America
where the industry is actively looking for new technology
entrants.
We are seeing good growth in the pipeline of opportunities in
this market, where Tracsis operates as a mid-market competitor with
a unique range of products and services with limited direct
competition. Growth in the near-term is expected to come from
across our portfolio of Computer Aided Despatch (CAD), Yard
Automation, and Remote Condition Monitoring (RCM) products.
In order to drive further growth we have restructured the
commercial organisation of this business, including targeted
investment in the sales team. Post year-end we have rebranded our
North American operations to 'Tracsis', in alignment with the rest
of the Group.
To date we have seen more procurement of perpetual licences in
the North American market than in our Rail Technology UK business.
We believe this will transition to an increasingly SaaS-focused
model over time. During this period, there will likely be more
volatility in the phasing of revenue growth in this market.
Following the large PTC BOS perpetual licence deployment in H1 of
FY23 discussed above, we expect the weighting of growth in FY24 to
be more towards the second half of the year.
Data, Analytics, Consultancy & Events
Summary segment results:
Revenue GBP44.1m (2022: GBP38.8m)
Adjusted EBITDA* GBP5.6m (2022: GBP4.4m)
Profit before Tax GBP3.0m (2022: GBP1.8m)
Activity levels across the Data, Analytics, Consultancy &
Events Division were high, with several contract wins in the period
and the completion of the post-Covid lockdown recovery in the
Traffic Data market. New contract wins included a multi-year Earth
Observation contract in Professional Services, the renewal of a
large multi-year contract in Traffic Data at an increased value,
and additional fixed venue contracts in Events Transport Planning
& Management.
Revenue increased by 14% to GBP44.1m (2022: GBP38.8m) as a
result of this increase in activity. This more than offset
c.GBP1.4m in the prior year to support Covid testing and
vaccination centres, that did not repeat in FY23. Adjusted EBITDA*
increased by 27% to GBP5.6m (2022: GBP4.4m). Profit before Tax
increased by 61% to GBP3.0m (2022: GBP1.8m).
During the year, the Traffic Data and Events Transport Planning
& Management businesses have been fully integrated into a
single operating unit under a common leadership team. This will
support margin optimisation from operating efficiencies, and also
enable a consistent and focused approach to health and safety and
to reducing carbon emissions from our vehicle fleet as we move
towards our 2030 carbon neutral target. Activities are underway to
streamline the operating footprint of this business.
The performance of the Data, Analytics, Consultancy & Events
Division in FY23 included the benefit from certain revenue items
that are not expected to repeat in FY24, including certain events
and sporting fixtures that are not scheduled to re-occur in the
year. We expect the Division overall to deliver a financial
performance at a similar level to FY23, with underlying growth
elsewhere offsetting this non-repeat revenue.
Professional Services
Total revenue across our Data Analytics/GIS and Transport
Insights businesses increased by 17% to GBP15.4m (2022: GBP13.2m).
This includes the benefit from a multi-year Earth Observation
contract secured in Ireland which utilises the capabilities added
to the Group through the Icon GEO acquisition in November 2021.
This contract is to develop an Area Monitoring System (AMS) using
satellite data imagery and is being delivered in partnership with
two European geospatial companies. We also secured a range of new
opportunities with Irish Government departments and utility
companies. Alongside this, we saw continued strong demand for our
specialist transport consultancy offering, including for
timetabling and rail performance expertise. We also won a large
travel survey that was delivered in the second half of the
year.
Traffic Data & Events
The combined Traffic Data & Events business delivered a
record level of revenue in the year, with total revenue increasing
by 12% to GBP28.8m (2022: GBP25.6m). Activity levels in Events
remained high, with particularly strong demand for sporting and
music events in the final quarter of the financial year. The
business has won several new multi-year contracts for fixed venue
work, and post year-end has secured renewals with several of its
largest customers. In the Traffic Data market, activity levels
returned to pre-Covid lockdown levels. Some month-to-month
variability in demand remains and activity levels in this market
remain more sensitive to central and local authority funding. The
large, multi-year National Road Traffic Census ('NRTC') contract
was renewed in the year with an increased scope and increased
value.
Financial Summary
Group revenue of GBP82.0m was GBP13.3m (19%) higher than the
prior year (2022: GBP68.7m), reflecting strong organic and
acquisitive growth. Revenue in the Rail Technology & Services
Division increased by GBP8.0m (26%) including the benefit from new
contract wins in the year and in the prior year, record demand for
Remote Condition Monitoring, and a strong performance from Rail
Technology North America. Revenue in the Data, Analytics,
Consultancy & Events Division increased by GBP5.3m (14%) and
includes a record level of activity in the newly integrated Traffic
Data & Events business as well as increased activity levels
across our Professional Services offerings.
Adjusted EBITDA* of GBP16.0m was GBP1.8m (13%) higher than prior
year (2022: GBP14.2m), and includes c.GBP1.0m of investment to
integrate our operating model and enhance our capabilities.
Statutory profit before tax of GBP7.1m is GBP4.6m higher than
prior year (2022: GBP2.6m). In addition to the GBP1.8m increase in
adjusted EBITDA* described above, the movement in profit before tax
reflects the following items:
-- GBP2.1m depreciation charge which is higher than the prior
year reflecting a full year charge from FY22 acquisitions and
investments in upgrading our IT infrastructure (2022: GBP1.8m);
-- GBP5.6m amortisation of intangible assets (2022: GBP5.0m).
The increase versus prior year reflects a full year charge relating
to the FY22 acquisitions of RailComm and Icon GEO
-- GBP1.2m share based payment charges (2022: GBP1.5m);
-- GBP0.1m exceptional items (2022: GBP3.1m) representing
GBP0.7m unwinding of previously discounted contingent consideration
balances in accordance with IFRS accounting standards (2022:
GBP0.8m), offset by a net GBP0.6m decrease in the assessed fair
value of contingent consideration based on the future expectations
of performance from previous acquisitions (2022: GBP1.8m net
increase) which principally relates to certain contracts in Icon
GEO that have been superseded by a new contract won by the Group in
the year utilising the combined capabilities of our existing Data
Analytics/GIS business with Icon GEO's earth observation
technologies. The prior year also included the following items that
were not repeated this year: GBP0.6m of transaction costs
associated with acquisitions and a GBP0.1m impairment charge
relating to an equity accounted investee, partly offset by a
GBP0.2m credit relating to the fair value adjustment and subsequent
gain on settlement of a financial liability
-- GBP0.1m net finance expense (2022: GBP0.1m); and
-- GBPnil charge relating to the share of the results of equity
accounted investees (2022: GBP0.6m charge)
Adjusted earnings per share increased by 19% to 39.4 pence
(2022: 33.2 pence). Statutory earnings per share increased to 22.8
pence (2022: 5.1 pence).
Cash Generation
The Group continues to have significant levels of cash and
remains debt free. At 31 July 2023 the Group's cash balances were
GBP15.3m (2022: GBP17.2m including cash held in escrow). Cash
generation remains healthy.
Free cash flow(+) increased to GBP8.0m (2022: GBP5.8m). In
addition to the GBP1.8m increase in adjusted EBITDA* described
above, this reflects the following items:
-- A net GBP2.7m increase in working capital (2022: GBP4.0m
increase) reflecting normal trading patterns and including an
increase in trade receivables in the final trading months of the
year following very high activity levels in Traffic Data &
Events. The Group has not had any material bad debt instances;
-- Net capital expenditure increased to GBP1.5m (2022: GBP1.0m)
which principally reflects the increased activity levels in Traffic
Data & Events, investment in IT assets as part of implementing
a new groupwide IT operating environment, and the initial
investment in electric vehicles as we start to decarbonise our
vehicle fleet;
-- Net lease liability payments of GBP1.5m were at a similar
level to the prior year (2022: GBP1.4m);
-- Capitalised development costs of GBP0.3m (2022: GBPnil)
relate to the Hopsta smart ticketing mobile app platform for our
PAYG smart ticketing technology;
-- GBPnil cash outflows on exceptional items. In the prior year
there was a GBP0.6m cash outflow on transaction costs for
acquisitions completed in the year;
-- Tax paid of GBP2.1m was GBP0.8m higher than the prior year
(2022: GBP1.3m), reflecting the growth in earnings; and
-- GBP0.1m net cash inflows from net interest received, proceeds
from the exercise of share options, and the profit or loss on
disposal of property, plant and equipment (2022: GBP0.1m
outflow).
Free Cash Flow(+)
Year ended Year ended
31 July 31 July
2023 2022
GBP'm GBP'm
---------------------------------- ----------- -----------
Adjusted EBITDA * 16.0 14.2
Changes in working capital (2.7) (4.0)
Purchase of plant and equipment
(net of proceeds from disposal) (1.5) (1.0)
Lease liability payments (net
of lease receivable receipts) (1.5) (1.4)
Capitalised development costs (0.3) -
Cash outflows on exceptional
items - (0.6)
Tax paid (2.1) (1.3)
Other(1) 0.1 -
Free Cash Flow(+) 8.0 5.8
---------------------------------- ----------- -----------
(+) Net cash flow from operating activities after purchase of
property, plant and equipment, proceeds from disposal of property,
plant and equipment, proceeds from exercise of share options, lease
liability payments, lease liability receipts and capitalised
development costs, and before payment of contingent
consideration
(1) Includes net interest received or paid, profit on disposal
of plant & equipment, and proceeds from exercise of share
options
There was a total cash outflow of GBP9.3m (2022: GBP4.1m)
relating to contingent consideration on the previous acquisitions
of Bellvedi and iBlocks (part of Rail Technology UK), RailComm
(Rail Technology North America), and Compass Informatics and Icon
GEO (part of Professional Services). This was in line with the
Board's expectations and is aligned to strong performance from
these historic acquisitions. All material contingent consideration
balances have now been paid. In addition, there was a cash outflow
of GBP0.3m (2022: GBP0.3m) relating to deferred consideration for
the 2021 acquisition of Flash Forward Consulting. The final
instalment of GBP0.3m deferred consideration for this acquisition
will be paid in February 2024. In the prior year there was an
additional cash outflow of GBP0.4m to repurchase "A" shares in
Tracsis Rail Consultancy.
Dividends paid to shareholders were GBP0.6m (2022: GBP0.3m) and
there was a GBP0.3m favourable impact from foreign exchange (2022:
GBP0.2m favourable).
As a result, total cash balances decreased by GBP1.9m to
GBP15.3m.
Dividend
The Group remains committed to the progressive dividend policy
that was adopted in 2012. The Board has recommended a final divided
of 1.2 pence per share. The final dividend, subject to shareholder
approval at the forthcoming Annual General Meeting, will be paid on
9 February 2024 to shareholders on the register at the close of
business on 26 January 2024. This will bring the total dividend for
the year to 2.2 pence per share.
Board
Jill Easterbrook succeeded Chris Cole as Non-Executive Chair of
the Board on 1 September 2023. Chris stepped down from the Board on
the same date. This is part of the Board succession planning
following the completion of Chris's third three-year term. Tracy
Sheedy joined the Board as a Non-Executive Director on 1 September
2023, and succeeded Jill Easterbrook as Chair of the Remuneration
Committee from that date.
Outlook
Our end market drivers are strong and Tracsis' products and
services are well aligned with these drivers. We deliver positive
benefit cases to our clients via digital transformation that
enables them to deliver mission-critical activities with increased
efficiency, enhanced performance, higher productivity, and improved
safety. In the UK and North America we see significant long-term
tailwinds as the industry looks to modernise and adopt digital
solutions. We believe that we are well positioned to capitalise on
these changes and have a growing pipeline of opportunities to help
drive market share and expand our footprint in these markets. A
change of government in the UK and/or the US is not expected to
impact these growth drivers.
The Group has a clear growth strategy and has a strong balance
sheet to support its delivery. We are making good progress in
implementing this strategy, including winning new multi-year
software contracts, and continuing to deliver on contracts won in
previous years. We have recognised the need to accelerate the
transformation of the Group's operating model based on lessons
learned from recent SaaS implementations and we will invest over
the coming year in the actions required to provide a robust
platform for ongoing scalable growth based on best practices.
We continue to actively pursue M&A opportunities, with a
focus on extending our software and technology footprint and
enhancing recurring revenue growth.
Q1 trading has started in line with expectations and the Group
remains well positioned to deliver further growth in the coming
financial year and beyond.
Jill Easterbrook Chris Barnes
Non-Executive Chair Chief Executive Officer
14 November 2023
Consolidated Statement of Comprehensive Income for the year
ended 31 July 2023
2023 2022
Notes GBP000 GBP000
----------------------------------------------------------------- --------- ------------- -------------
Revenue 3 82,023 68,723
Cost of sales (32,072) (26,483)
----------------------------------------------------------------- --------- ------------- -------------
Gross profit 49,951 42,240
Administrative costs (42,696) (38,985)
----------------------------------------------------------------- --------- ------------- -------------
Adjusted EBITDA* 3,6 15,952 14,161
Depreciation (2,110) (1,767)
Amortisation of intangible assets (5,599) (5,000)
Other operating income 350 426
Share-based payment charges (1,248) (1,502)
----------------------------------------------------------------- --------- ------------- -------------
Operating profit before exceptional items 7,345 6,318
Exceptional items: 9
Impairment losses - (49)
Other (90) (3,014)
----------------------------------------------------------------- --------- ------------- -------------
Operating profit 7,255 3,255
Net finance expense (119) (141)
Share of result of equity-accounted investees - (556)
Profit before tax 3 7,136 2,558
Taxation 10 (329) (1,056)
Profit after tax 6,807 1,502
----------------------------------------------------------------- --------- ------------- -------------
Other comprehensive (expense) / income
Items that are or may be reclassified subsequently to profit or loss:
Foreign currency translation differences (205) 423
Items not to be reclassified to profit and loss in subsequent period:
Revaluation of financial assets - (50)
------------- -------------
Total comprehensive income for the year 6,602 1,875
---------------------------------------------------------------------------- ------------- -------------
Earnings per Ordinary Share
Basic 4 22.81p 5.09p
Diluted 4 22.30p 4.95p
----------------------------------------------------------------- --------- ------------- -------------
* Earnings before net finance expense, tax, depreciation,
amortisation, exceptional items, other operating income,
share-based payment charges and share of result of equity accounted
investees - see note 6
Consolidated Balance Sheet as at 31 July 2023
2023 2022
Remeasured*
Notes GBP000 GBP000
------------------------------------------------------ ------ -------- -------------
Non-current assets
Property, plant and equipment 4,789 4,897
Intangible assets 57,694 63,548
Investments - equity - -
Deferred tax assets 650 410
63,133 68,855
------------------------------------------------------ ------ -------- -------------
Current assets
Inventories 1,465 1,090
Trade and other receivables 20,371 18,376
Current tax receivables 628 78
Cash held in escrow - 2,217
Cash and cash equivalents 15,307 14,970
------------------------------------------------------ ------ -------- -------------
37,771 36,731
------------------------------------------------------ ------ -------- -------------
Total assets 100,904 105,586
------------------------------------------------------ ------ -------- -------------
Non-current liabilities
Lease liabilities 953 1,476
Contingent consideration payable 8 139 736
Deferred consideration payable 8 - 297
Deferred tax liabilities 7,161 8,352
------------------------------------------------------ ------ -------- -------------
8,253 10,861
------------------------------------------------------ ------ -------- -------------
Current liabilities
Lease liabilities 1,137 1,291
Trade and other payables 23,435 24,092
Contingent consideration payable 8 - 8,585
Deferred consideration payable 8 308 308
24,880 34,276
------------------------------------------------------ ------ -------- -------------
Total liabilities 33,133 45,137
------------------------------------------------------ ------ -------- -------------
Net assets 67,771 60,449
------------------------------------------------------ ------ -------- -------------
Equity attributable to equity holders of the company
Called up share capital 120 119
Share premium reserve 6,535 6,436
Merger reserve 6,161 6,161
Retained earnings 54,875 47,448
Translation reserve 130 335
Fair value reserve (50) (50)
------------------------------------------------------ ------ -------- -------------
Total equity 67,771 60,449
------------------------------------------------------ ------ -------- -------------
* As described in note 7, the comparative balance sheet at 31
July 2022 has been amended following the re-measurement of deferred
tax liabilities on intangible assets recognised in the Group's
March 2022 acquisition of RailComm with a corresponding adjustment
to goodwill arising on the acquisition. This has had the effect of
reducing intangible assets and deferred tax liabilities by
GBP2,319,000 at 31 July 2022; there was no impact on net
assets.
Consolidated Statement of Changes in Equity
Share Share Merger Retained Translation Fair Value
Capital Premium Reserve Earnings Reserve Reserve Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
---------------------------- --------- --------- --------- ---------- ------------ ----------- -------
At 1 August 2021 117 6,401 5,525 44,710 (88) - 56,665
Profit for the
year - - - 1,502 - - 1,502
Other comprehensive
income - - - - 423 (50) 373
---------------------------- --------- --------- --------- ---------- ------------ ----------- -------
Total comprehensive
income - - - 1,502 423 (50) 1,875
---------------------------- --------- --------- --------- ---------- ------------ ----------- -------
Transactions
with owners:
Dividends - - - (266) - - (266)
Share-based payment
charges - - - 1,502 - - 1,502
Exercise of share
options 2 35 - - - - 37
Shares issued
as consideration
for business combinations - - 636 - - - 636
---------------------------- --------- --------- --------- ---------- ------------ ----------- -------
At 31 July 2022 119 6,436 6,161 47,448 335 (50) 60,449
---------------------------- --------- --------- --------- ---------- ------------ ----------- -------
Share Share Merger Retained Translation Fair Value Total
Capital Premium Reserve Earnings Reserve Reserve
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
--------------------- --------- --------- --------- ---------- ------------ ----------- -------
At 1 August 2022 119 6,436 6,161 47,448 335 (50) 60,449
Profit for the
year - - - 6,807 - - 6,807
Other comprehensive
income - - - - (205) - (205)
--------------------- --------- --------- --------- ---------- ------------ ----------- -------
Total comprehensive
income - - - 6,807 (205) - 6,602
--------------------- --------- --------- --------- ---------- ------------ ----------- -------
Transactions
with owners:
Dividends (note
5) - - - (628) - - (628)
Share-based payment
charges - - - 1,248 - - 1,248
Exercise of share
options 1 99 - - - - 100
At 31 July 2023 120 6,535 6,161 54,875 130 (50) 67,771
--------------------- --------- --------- --------- ---------- ------------ ----------- -------
Consolidated Cash Flow Statement for the year ended 31 July
2023
2023 2022
Notes GBP000 GBP000
----------------------------------------------- ------ -------- ---------
Operating activities
Profit for the year 6,807 1,502
Net finance expense 119 141
Depreciation 2,110 1,767
Loss / (profit) on disposal of property,
plant and equipment 9 (70)
Non-cash exceptional items 9 90 2,441
Payment of contingent consideration* 8 (1,661) -
Other operating income (350) (426)
Amortisation of intangible assets 5,599 5,000
Share of result of equity-accounted
investees - 556
Income tax charge 10 329 1,056
Share-based payment charges 1,248 1,502
----------------------------------------------- ------ -------- ---------
Operating cash inflow before changes
in working capital 14,300 13,469
Movement in inventories (416) (233)
Movement in trade and other receivables (2,085) (4,103)
Movement in trade and other payables (213) 383
Cash generated from operations 11,586 9,516
Interest received 36 6
Income tax paid (2,065) (1,334)
----------------------------------------------- ------ -------- ---------
Net cash flow from operating activities 9,557 8,188
----------------------------------------------- ------ -------- ---------
Investing activities
Purchase of property, plant and equipment (1,524) (1,129)
Proceeds from disposal of property,
plant and equipment 10 123
Capitalised development costs (300) -
Acquisition of subsidiaries (net of
cash acquired) 7 - (9,097)
Payment of contingent consideration* 8 (7,591) (4,126)
Cash held in escrow for payment of contingent
consideration 8 2,233 (2,217)
Payment of deferred consideration 8 (315) (315)
Net cash flow used in investing activities (7,487) (16,761)
----------------------------------------------- ------ -------- ---------
Financing activities
Dividends paid 5 (628) (266)
Proceeds from exercise of share options 100 37
Settlement of financial liability - (416)
Lease liability payments (1,491) (1,421)
Lease receivable receipts 32 32
Net cash flow used in financing activities (1,987) (2,034)
----------------------------------------------- ------ -------- ---------
Net increase / (decrease) in cash and
cash equivalents 83 (10,607)
Exchange adjustments 254 190
Cash and cash equivalents at the beginning
of the year 14,970 25,387
Cash and cash equivalents at the end
of the year 15,307 14,970
----------------------------------------------- ------ -------- ---------
* The total payment of contingent consideration during the year
was GBP9,252,000 (2022: GBP4,126,000). In accordance with IAS 7,
Statement of Cash Flows this has been included within:
- cash flow used in investing activities to the extent that they
relate to the fair value of assets acquired in the business
combinations; and
- cash flow from operating activities to the extent that they
relate to conditions and events after the acquisition date which
have been recognised in profit and loss.
Notes to the Consolidated Financial Statements
1. Financial information
The financial information set out herein does not constitute the
Group's statutory accounts for the year ended 31 July 2023 or the
year ended 31 July 2022 within the meaning of sections 434 of the
Companies Act 2006, but is derived from those accounts. The audited
accounts for the year ended 31 July 2023 will be posted to all
shareholders in due course and will be available on the Group's
website. The auditors have reported on those accounts and expressed
an unmodified audit opinion which did not contain a statement under
section 498 (2) or (3) of the Companies Act 2006.
The financial information for the year ended 31 July 2022 is
derived from the statutory accounts for that year, which have been
delivered to the Registrar of Companies. The auditors have reported
on those accounts and expressed an unmodified audit opinion which
did not contain a statement under section 498 (2) or (3) of the
Companies Act 2006.
Selected explanatory notes are included to explain events and
transactions that are significant to an understanding of the
changes in financial position and performance of the Group.
2. Basis of preparation
a) Statement of compliance
The Group consolidated financial statements have been prepared
in accordance with UK adopted international accounting standards
("IFRSs").
b) Basis of measurement
The Accounts have been prepared under the historical cost
convention, with the exception of the valuation of investments,
contingent consideration, financial liabilities and initial
valuation of assets and liabilities acquired in business
combinations which are included on a fair value basis.
c) Presentation currency
These consolidated financial statements are presented in
sterling. All financial information presented in sterling has been
rounded to the nearest thousand.
d) Use of estimates and judgements
The preparation of financial statements in conformity with IFRSs
requires management to make judgements, estimates and assumptions
that affect the application of policies and reported amounts of
assets and liabilities, income and expenses. The estimates and
associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making the
judgements about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ
from these estimates.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision only
affects that period, or in the period of the revision and future
periods, if the revision affects both current and future
periods.
e) Accounting developments
The Group financial statements have been prepared and approved
by the directors in accordance with UK adopted international
accounting standards ("IFRSs"). The accounting policies have been
applied consistently to all periods presented in the consolidated
financial statements, unless otherwise stated.
There are no new standards, amendments to existing standards or
interpretations that are not yet effective that are expected to
have a material impact on the Group.
f) Going concern
The Group is debt free and has substantial cash resources. At 31
July 2023 the Group had net cash and cash equivalents totalling
GBP15.3m. The Board has prepared cash flow forecasts for the period
through to December 2024 based upon assumptions for trading and the
requirements for cash resources, these forecasts take into account
reasonably possible changes in trading financial performance.
Further to this, management prepared a severe but plausible
scenario, reducing revenues from budget and including a more
pessimistic view of working capital. There was still ample headroom
under this scenario. A reverse stress test was also considered. The
revenue and cashflow assumptions required to eliminate any headroom
under the reverse stress test are considered by the Board to be
highly unlikely and in light of the trading performance in the
period since the year-end.
Based upon this analysis, the Board has concluded that the Group
has adequate working capital resources and that it is appropriate
to use the going concern basis for the preparation of the
consolidated financial statements.
3. Revenue and Segmental analysis
a) Revenue
Sales revenue is summarised below:
2023 2022
GBP000 GBP000
--------------------------------------- ------- -------
Rail Technology & Services 37,862 29,935
Data, Analytics, Consultancy & Events 44,161 38,788
Total revenue 82,023 68,723
--------------------------------------- ------- -------
Revenue can also be analysed as follows:
2023 2022
GBP000 GBP000
--------------------------------------------- ------- -------
Rail Technology & Services - United Kingdom 28,975 26,603
Rail Technology & Services - North America 8,887 3,332
--------------------------------------------- ------- -------
Rail Technology & Services 37,862 29,935
--------------------------------------------- ------- -------
Traffic Data & Events 28,793 25,610
Professional Services 15,368 13,178
--------------------------------------------- ------- -------
Data, Analytics, Consultancy & Events 44,161 38,788
--------------------------------------------- ------- -------
Total revenue 82,023 68,723
--------------------------------------------- ------- -------
Major customers
Transactions with the Group's largest customer represent 9% of
the Group's total revenues (2022: 12%).
Geographic split of revenue
A geographical analysis of revenue by customer location is
provided below:
2023 2022
GBP000 GBP000
------------------- ------- -------
United Kingdom 61,422 55,849
Ireland 10,802 8,827
Rest of Europe 378 280
North America 8,643 3,343
Rest of the World 778 424
Total revenue 82,023 68,723
------------------- ------- -------
b) Segmental Analysis
The Group has divided its results into two segments being Rail
Technology & Services and Data, Analytics, Consultancy &
Events consistent with the disclosure in the 2022 financial
statements.
The Group has a wide range of products and services for the rail
industry, such as software, hosting services and remote condition
monitoring, and these have been included within the Rail Technology
& Services segment as they have similar customer bases (such as
Train Operating Companies and Infrastructure Providers). Traffic
data collection, event planning and traffic management, data,
analytics and consultancy offerings have similar economic
characteristics and distribution methods and so have been included
within the Data, Analytics, Consultancy & Events segment.
In accordance with IFRS 8 "Operating Segments", the Group has
made the following considerations to arrive at the disclosure made
in these financial statements. IFRS 8 requires consideration of the
Chief Operating Decision Maker ("CODM") within the Group. In line
with the Group's internal reporting framework and management
structure, the key strategic and operating decisions are made by
the Executive Directors, who review internal monthly management
reports, budgets and forecast information as part of this.
Accordingly, the Executive Directors are deemed to be the CODM.
Operating segments have then been identified based on the
internal reporting information and management structures within the
Group. From such information it has been noted that the CODM
reviews the business as two operating segments, receiving internal
information on that basis. The management structure and allocation
of key resources, such as operational and administrative resources,
are arranged on a centralised basis.
Reconciliations of reportable segment revenues, profit or loss,
assets and liabilities and other material items
Information regarding the results of each reportable segment is
included below. Performance is measured based on segment profit
before income tax, as included in the internal management reports
that are reviewed by the Board of Directors. Segment profit is used
to measure performance. There are no material inter-segment
transactions; however, when they do occur, pricing between segments
is determined on an arm's length basis. Revenues disclosed below
materially represent revenues to external customers. Segmental
profit before tax has been further analysed to allocate
amortisation and exceptional items. Segmental assets and
liabilities have been further analysed to allocate intangibles and
investments, contingent consideration and deferred consideration to
each individual segment.
2023 Data, Analytics,
Rail Technology Consultancy
& Services & Events Unallocated Total
GBP000 GBP000 GBP000 GBP000
--------------------------------------- ---------------- ----------------- -------------- --------
Revenues
Total revenue for reportable segments 37,862 44,161 - 82,023
Consolidated revenue 37,862 44,161 - 82,023
--------------------------------------- ---------------- ----------------- -------------- --------
Profit or loss
EBITDA for reportable segments 10,373 5,579 - 15,952
Amortisation of intangible assets (4,273) (1,326) - (5,599)
Depreciation (913) (1,197) - (2,110)
Exceptional items (net) - - (90) (90)
Other operating income - - 350 350
Share-based payment charges - - (1,248) (1,248)
Interest payable (net) (31) (88) - (119)
Consolidated profit before tax 5,156 2,968 (988) 7,136
--------------------------------------- ---------------- ----------------- -------------- --------
2022 Data, Analytics,
Rail Technology Consultancy
& Services & Events Unallocated Total
GBP000 GBP000 GBP000 GBP000
--------------------------------------- ---------------- ----------------- -------------- --------
Revenues
Total revenue for reportable segments 29,935 38,788 - 68,723
Consolidated revenue 29,935 38,788 - 68,723
--------------------------------------- ---------------- ----------------- -------------- --------
Profit or loss
EBITDA for reportable segments 9,780 4,381 - 14,161
Amortisation of intangible assets (3,731) (1,269) - (5,000)
Depreciation (748) (1,019) - (1,767)
Exceptional items (net) (444) (176) (2,443) (3,063)
Other operating income - - 426 426
Share-based payment charges - - (1,502) (1,502)
Interest payable (net) (46) (68) (27) (141)
Share of result of equity-accounted
investees - - (556) (556)
--------------------------------------- ---------------- ----------------- -------------- --------
Consolidated profit before tax 4,811 1,849 (4,102) 2,558
--------------------------------------- ---------------- ----------------- -------------- --------
2023 Data, Analytics,
Rail Technology Consultancy
& Services & Events Unallocated Total
GBP000 GBP000 GBP000 GBP000
---------------------------------------- ---------------- ----------------- -------------- ---------
Assets
Total other assets for reportable
segments 11,196 16,057 - 27,253
Intangible assets and investments 47,362 10,332 - 57,694
Deferred tax assets - - 650 650
Cash and cash equivalents 7,959 7,348 - 15,307
---------------------------------------- ---------------- ----------------- -------------- ---------
Consolidated total assets 66,517 33,737 650 100,904
---------------------------------------- ---------------- ----------------- -------------- ---------
Liabilities
Total other liabilities for reportable
segments (15,707) (9,818) - (25,525)
Deferred tax liabilities - - (7,161) (7,161)
Contingent consideration - (139) - (139)
Deferred consideration - (308) - (308)
---------------------------------------- ---------------- ----------------- -------------- ---------
Consolidated total liabilities (15,707) (10,265) (7,161) (33,133)
---------------------------------------- ---------------- ----------------- -------------- ---------
2022* Data, Analytics,
Rail Technology Consultancy
& Services & Events Unallocated Total
GBP000 GBP000 GBP000 GBP000
---------------------------------------- ---------------- ----------------- -------------- ---------
Assets
Total other assets for reportable
segments 10,935 13,506 - 24,441
Intangible assets and investments 51,958 11,590 - 63,548
Deferred tax assets - - 410 410
Cash held in escrow 2,217 - - 2,217
Cash and cash equivalents 8,918 6,052 - 14,970
---------------------------------------- ---------------- ----------------- -------------- ---------
Consolidated total assets 74,028 31,148 410 105,586
---------------------------------------- ---------------- ----------------- -------------- ---------
Liabilities
Total other liabilities for reportable
segments (17,070) (9,789) - (26,859)
Deferred tax liabilities - - (8,352) (8,352)
Contingent consideration (8,320) (1,001) - (9,321)
Deferred consideration - (605) - (605)
---------------------------------------- ---------------- ----------------- -------------- ---------
Consolidated total liabilities (25,390) (11,395) (8,352) (45,137)
---------------------------------------- ---------------- ----------------- -------------- ---------
* As described in note 7, the comparative balance sheet at 31
July 2022 has been amended following the re-measurement of deferred
tax liabilities on intangible assets recognised in the Group's
March 2022 acquisition of Railcomm with a corresponding adjustment
to goodwill arising on the acquisition. This has had the effect of
reducing Rail Technology & Services intangible assets and
unallocated deferred tax liabilities by GBP2,319,000 at 31 July
2022; there was no impact on total net assets.
4. Earnings per share
Basic earnings per share
The calculation of basic earnings per share for the year ended
31 July 2023 was based on the profit attributable to ordinary
shareholders of GBP6,807,000 (2022: GBP1,502,000) and a weighted
average number of ordinary shares in issue of 29,836,000 (2022:
29,486,000), calculated as follows:
Weighted average number of ordinary shares
In thousands of shares 2023 2022
Issued ordinary shares at 1 August 29,662 29,332
Effect of shares issued related to business
combinations - 51
Effect of shares issued for cash 174 103
---------------------------------------------- ------- -------
Weighted average number of shares at 31 July 29,836 29,486
---------------------------------------------- ------- -------
Diluted earnings per share
The calculation of basic earnings per share for the year ended
31 July 2023 was based on the profit attributable to ordinary
shareholders of GBP6,807,000 (2022: GBP1,502,000) and a weighted
average number of ordinary shares in issue after adjustment for the
effects of all dilutive potential ordinary shares of 30,529,000
(2022: 30,330,000).
Adjusted EPS
In addition, Adjusted Profit EPS is shown below on the grounds
that it is a common metric used by the market in monitoring similar
businesses. These figures are relevant to the Group and are
provided to enable a comparison to similar businesses and are
metrics used by equity analysts who cover the Group. Amortisation
and share-based payment charges are deemed to be non-cash at the
point of recognition in nature, and exceptional items by their very
nature are one-off, and therefore excluded in order to assist with
the understanding of underlying trading. A reconciliation of this
figure is provided below.
2023 2022
GBP000 GBP000
----------------------------------------- -------- -------
Profit after tax 6,807 1,502
Amortisation of intangible assets 5,599 5,000
Share-based payment charges 1,248 1,502
Exceptional items (net) 90 3,063
Other operating income (350) (426)
Tax impact of the above adjusting items (1,638) (847)
----------------------------------------- -------- -------
Adjusted profit for EPS purposes 11,756 9,794
----------------------------------------- -------- -------
Weighted average number of ordinary shares
In thousands of shares 2023 2022
For the purposes of calculating basic earnings
per share 29,836 29,486
Adjustment for the effects of all dilutive
potential ordinary shares 693 844
-------------------------------------------------- ------- -------
For the purposes of calculating diluted earnings
per share 30,529 30,330
-------------------------------------------------- ------- -------
Basic adjusted earnings per share 39.40p 33.22p
Diluted adjusted earnings per share 38.51p 32.29p
-------------------------------------------------- ------- -------
5. Dividends
The Board intends to pursue a sustainable and progressive
dividend policy, having regard to the development of the Group. The
cash cost of the dividend payments is below:
2023 2022
GBP000 GBP000
------------------------------ ------- -------
Interim dividend for 2021/22 - 266
Final dividend for 2021/22 328 -
Interim dividend for 2022/23 300 -
------------------------------ ------- -------
Total dividends paid 628 266
------------------------------ ------- -------
The dividends paid or proposed in respect of each financial year
is as follows:
2023 2022
GBP000 GBP000
------------------------------------------------ -------- -------
Interim dividend for 2021/22 of 0.9p per share
paid - 266
Final dividend for 2021/22 of 1.1p per share
paid - 328
Interim dividend for 2022/23 of 1.0p per share 300 -
paid
Final dividend for 2022/23 of 1.2p per share 361 -
proposed
------------------------------------------------ -------- -------
The total dividends paid or proposed in respect of each
financial year ended 31 July is as follows:
2023 2022 2021 2020 2019 2018 2017 2016 2015
Total dividends paid per share 2.2p 2.0p GBPnil GBPnil 1.8p 1.6p 1.4p 1.2p 1.0p
-------------------------------- ------ ------ ------- ------- ----- ----- ----- ----- -----
6. Reconciliation of alternative performance measures ("APMs")
The Group uses APMs, which are not defined or specified under
the requirements of International Financial Reporting Standards
("IFRS"). These metrics adjust for certain items which impact upon
IFRS measures, to aid the user in understanding the activity taking
place across the Group's businesses. The largest components of the
adjusting items, being depreciation, amortisation, share-based
payments, and share of result of equity accounted investees, are
"non-cash" items and are separately analysed to assist with the
understanding of underlying trading. Share-based payments are
adjusted to reflect the underlying performance of the Group as the
fair value on initial recognition is impacted by market volatility
that does not correlate directly to trading performance. APMs are
used by the Directors and management for performance analysis,
planning, reporting and incentive purposes.
Adjusted EBITDA
Calculated as earnings before net finance expense, tax,
depreciation, amortisation, exceptional items, other operating
income, share-based payment charges and share of result of
equity-accounted investees. This metric is used to show the
underlying trading performance of the Group from period to period
in a consistent manner and is a key management incentive metric.
The closest equivalent statutory measure is profit before tax.
Adjusted EBITDA can be reconciled to statutory profit before tax as
set out below:
2023 2022
GBP000 GBP000
------------------------------------- ------- -------
Profit before tax 7,136 2,558
Finance expense - net 119 141
Share-based payment charges 1,248 1,502
Exceptional items - net 90 3,063
Other operating income (350) (426)
Amortisation of intangible assets 5,599 5,000
Depreciation 2,110 1,767
Share of result of equity-accounted
investees - 556
Adjusted EBITDA 15,952 14,161
-------------------------------------- ------- -------
Adjusted Basic Earnings per Share
Calculated as profit after tax before amortisation, share-based
payment charges, exceptional items and other operating income
divided by the weighted average number of ordinary shares in issue
during the period. This is a common metric used by the market in
monitoring similar businesses and is used by equity analysts who
cover the Group to better understand the underlying performance of
the Group. See note 4: Earnings per share.
Free cash flow
Calculated as net cash flow from operating activities after
purchase of property, plant and equipment, proceeds from disposal
of property, plant and equipment, proceeds from exercise of share
options, lease liability payments, lease receivable receipts and
capitalised development costs, and before payment of contingent
consideration. This measure reflects the cash generated in the
period that is available to invest in accordance with the Group's
growth strategy and capital allocation policy.
Free cash flow reconciles to net cash flow from operating
activities as set out below:
2023 2022
GBP000 GBP000
----------------------------------------------- -------- --------
Net cash flow from operating activities 9,557 8,188
Purchase of property, plant and equipment (1,524) (1,129)
Proceeds from disposal of property,
plant and equipment 10 123
Capitalised development costs (300) -
Proceeds from exercise of share options 100 37
Add back: payment of contingent consideration 1,661 -
presented within cash flow from operating
activities
Lease liability payments (1,491) (1,421)
Lease receivable receipts 32 32
Free cash flow 8,045 5,830
------------------------------------------------ -------- --------
7. Acquisitions
Acquisitions in the current year
There were no acquisitions during the year ended 31 July
2023.
Acquisitions in the previous year
a) The Icon Group Limited ("Icon GEO")
On 3 November 2021 the Group acquired the entire issued share
capital of The Icon Group Limited ("Icon GEO"). Icon GEO is an
Ireland-based interdisciplinary geoscience company specialising in
earth observation ("EO"), geographical information system ("GIS")
and spatial data analytics.
Full details of the Icon GEO acquisition were given in note 5 to
the Group's 2022 Financial Statements
b) Railcomm LLC & Railcomm Associates Inc
On 11 March 2022 the Group acquired the entire members'
interests of Railcomm LLC and its wholly owned subsidiary Railcomm
Associates Inc (together "RailComm"). RailComm is a US-based
company providing mission critical automation and control solutions
that reduce costs, increase safety, and improve operational
efficiency for rail passenger/freight operators and rail served
ports/industrials. Its two core products are rail yard automation
and computer aided dispatching and it has a wide and diversified
client base across the North American market.
Full details of the RailComm acquisition were given in note 5 to
the Group's 2022 Financial Statements.
During the year management determined that an opportunity
existed to obtain tax deductions on certain acquired intangible
assets, including customer, technology, order-book and
marketing-related intangibles and adopted a change in their
expected tax filing basis accordingly. As this change took place
within the 12- month measurement period prescribed by IFRS 3
Business Combinations the accounting impact of the change has been
recorded retrospectively at the time of acquisition. As a
consequence, goodwill and deferred tax liabilities arising on
acquisition were each reduced by GBP2,159,000. Foreign exchange
movements between the acquisition date and 31 July 2022 were
GBP160,000.
The comparative balance sheet values of GBP2,319,000 at 31 July
2022 have been amended accordingly.
8. Contingent and deferred consideration
a) Contingent consideration
During the financial year, the final contingent consideration
due on the 2019 acquisition of Compass Informatics Limited was paid
totalling GBP377,000 (2022: GBP281,000). A GBP116,000 loss was
recognised on the change in fair value of the liability up to the
payment date.
The final contingent consideration due on the 2019 acquisition
of Bellvedi Limited was also paid totalling GBP4,314,000 (2022:
GBP3,586,000). A GBP32,000 loss was recognised on the change in
fair value of the liability up to the payment date.
The final contingent consideration due on the 2020 acquisition
of iBlocks Limited was also paid totalling GBP2,365,000 (2022:
GBPnil). A GBP7,000 gain was recognised on the change in fair value
of the liability up to the payment date.
The final contingent consideration due on the 2022 acquisition
of Railcomm, LLC and Railcomm Associates Inc was also paid
totalling $2,700,000 (GBP2,174,000; 2022: GBPnil). No gain or loss
was recognised on the change in fair value of the liability up to
the payment date. Cash held in escrow for the settlement of the
contingent consideration was fully utilised for this purpose.
In 2022 the Group acquired The Icon Group Limited ("Icon GEO").
Under the share purchase agreement, contingent consideration is
payable which is based on the profitability of Icon GEO in the
three-year period after the acquisition, and on the successful
renewal of certain key contracts. Contingent consideration is
payable in Euros up to a maximum of EUR1,750,000 (GBP1,500,000).
During the financial year, an instalment payment was made totalling
GBP22,000. Based on reduced activity under certain contracts and
current expectations regarding the renewal of certain contracts,
the fair value of the amount payable was assessed as EUR162,000
(GBP139,000 at 31 July 2023) generating a GBP700,000 gain on the
change in fair value of the liability.
As detailed in note 9, a net exceptional credit of GBP559,000
was recognised, following the settlement of liabilities during the
year and a review of the assumptions of the fair value of the
outstanding contingent consideration as at 31 July 2023. At the
balance sheet date, the Directors assessed the fair value of the
remaining amounts payable which were deemed to be as follows:
2023 2022
GBP000 GBP000
----------------------------- ------- -------
Compass Informatics Limited - 243
Bellvedi Limited - 3,940
iBlocks Limited - 2,224
The Icon Group Limited 139 757
Railcomm, LLC - 2,157
139 9,321
----------------------------- ------- -------
The movement on contingent consideration can be summarised as
follows:
2023 2022
GBP000 GBP000
----------------------------------------------------- -------- --------
At the start of the year 9,321 7,909
Arising on acquisition (note 7) - 2,832
Cash payment (9,252) (4,126)
Fair value adjustment to statement of comprehensive
income (559) 1,792
Unwind of discounting 649 774
Exchange adjustment (20) 140
At the end of the year 139 9,321
----------------------------------------------------- -------- --------
The ageing profile of the remaining liabilities can be
summarised as follows:
2023 2022
GBP000 GBP000
------------------------------- ------- -------
Payable in less than one year - 8,585
Payable in more than one year 139 736
Total 139 9,321
-------------------------------- ------- -------
b) Deferred consideration
The Group acquired Flash Forward Consulting Limited on 26
February 2021. As part of this acquisition cash consideration
totalling GBP945,000 became payable in three equal instalments on
the first, second and third anniversary of the acquisition date. At
acquisition the present value of this deferred consideration was
assessed as GBP878,000 discounted using a rate of 3.75%. At 31 July
2023 the present value of this deferred consideration is
GBP308,000. The movement on deferred consideration can be
summarised as follows:
2023 2022
GBP000 GBP000
-------------------------- ------- -------
At the start of the year 605 892
Cash payment (315) (315)
Unwind of discounting 18 28
At the end of the year 308 605
--------------------------- ------- -------
The ageing profile of the remaining liabilities can be
summarised as follows:
2023 2022
GBP000 GBP000
------------------------------- ------- -------
Payable in less than one year 308 308
Payable in more than one year - 297
Total 308 605
-------------------------------- ------- -------
9. Exceptional items
The Group incurred a number of exceptional items in 2023 and
2022 which are analysed as follows:
2023 2022
GBP000 GBP000
-------------------------------------------------------- ------- -------
Impairment losses
Non-cash:
Investment in associate - 49
-------------------------------------------------------- ------- -------
Total impairment losses - 49
-------------------------------------------------------- ------- -------
Other
Non-cash:
Contingent consideration fair value adjustment (559) 1,792
Unwind of discounting of contingent consideration 649 774
Fair value adjustment - financial liability - (127)
Gain on settlement of financial liability - (47)
Cash:
Legal and professional fees in respect of acquisitions
and other corporate activities - 622
Total other 90 3,014
Total exceptional items 90 3,063
-------------------------------------------------------- ------- -------
2023 2022
Split: GBP000 GBP000
---------- ------- -------
Non-cash 90 2,441
Cash - 622
---------- ------- -------
Total 90 3,063
---------- ------- -------
2023
An exceptional GBP559,000 credit has been recognised in the
income statement representing the net decrease in the fair value of
contingent consideration payable at the end of the financial year.
This principally relates to certain contracts in Icon GEO that have
been superseded by a new contract won by the Group in the year
utilising the combined capabilities of our existing Data
Analytics/GIS business with Icon GEO's earth observation
technologies.
A further charge totalling GBP649,000 has been recognised which
reflects the unwinding of the discounting of contingent
consideration. The discount rates applied vary by acquisition and
are in the range of 3.25% to 14.5%. A breakdown of the remaining
fair value of contingent consideration by acquisition is included
in note 8. These costs are deemed to be exceptional items due to
the size and volatility of the items which can vary significantly
from year to year.
2022
In the previous financial year, an exceptional cost was
recognised to increase the fair value of the contingent
consideration payable at the end of that year. A GBP1,792,000
charge to the income statement was recorded which reflected the
increased pipeline for software contract opportunities, and the
impact of software contracts which were secured in that year. A
further charge totalling GBP774,000 was recognised which reflected
the unwinding of the discount on contingent consideration. The
discount rates applied varied by acquisition and were in the range
of 3.25% to 14.5%. These costs were deemed to be exceptional due to
their size and volatility which can vary significantly from year to
year.
On 17 June 2022 the Group acquired the minority shareholding of
10,225 TRC A shares which were issued as part of the consideration
on the acquisition of Flash Forward Consulting in February 2021.
The fair value was determined on acquisition as GBP590,000 and was
recognised as a financial liability in the statement of financial
position held at fair value through profit and loss. The fair value
of these shares was assessed as GBP463,000 immediately prior to the
repurchase and a resulting fair value adjustment of GBP127,000 was
recognised in the previous financial year. Consideration for the
shares paid was GBP416,000 and a resulting one-off gain of
GBP47,000 was recognised in the previous financial year.
During 2022 the Group made two acquisitions. In November 2021
the Group acquired The Icon Group Limited. Legal and professional
fees related to this acquisition totalled GBP167,000. In March 2022
the Group acquired Railcomm LLC incurring acquisition-related fees
of GBP392,000. As part of the acquisition the Group incurred
GBP40,000 of legal and professional costs associated with the
transfer of a UK employee to oversee the integration of the
acquisition. Legal and professional fees were also incurred in
relation to one-off transactions (including the re-purchase of TRC
A shares) and as they will not recur in future years, were deemed
to be exceptional in nature.
An impairment loss of GBP49,000 was recognised in the previous
financial year in relation to the investment in an associate in
Nutshell Software Limited. Following an assessment of the
anticipated future cash flows anticipated from the investment a
judgement was taken to write down the remaining carrying value to
GBPnil.
10. Taxation
The effective tax rate can be reconciled as follows:
2023 2023 2022 2022
GBP000 % GBP000 %
------------------------------------ ------- ------ ------- ------
Profit before tax for the period 7,136 2,558
------------------------------------ ------- ------ ------- ------
Expected tax charge based on the
standard rate of corporation tax
in the UK of 21.0% (2022: 19.0%) 1,499 21.0 486 19.0
Expenses not deductible for tax
purposes 59 0.8 623 24.4
Rate changes (168) (2.4) - -
Adjustments in respect of previous
years (427) (6.0) (71) (2.8)
Overseas tax not at UK tax rate (235) (3.3) (104) (4.1)
Trading losses carried forward - - 73 2.9
Share-based payments differences (399) (5.5) 49 1.9
------------------------------------ ------- ------ ------- ------
Total tax charge 329 4.6 1,056 41.3
------------------------------------ ------- ------ ------- ------
11. Subsequent Events
On 1 September 2023 Jill Easterbrook was appointed Non-Executive
Chair of the Board; at the same date Chris Cole resigned from the
Board and Tracy Sheedy was appointed to the Board as a
Non-Executive Director and succeeded Jill as Chair of the
Remuneration Committee. Tracy also joined the Audit and Nomination
Committees at that date.
12. Annual Report and Annual General Meeting
The Company anticipates dispatching a copy of its annual report
and accounts to all shareholders in December 2023. A copy will also
be available on the Company's website: www.tracsis.com. The Annual
General Meeting of the Company will be held at Nexus, Discovery
Way, Leeds, LS2 3AA on 24 January 2024 at 2pm.
[1] Positive Train Control Back Office Solution. This integrates
Tracsis' Computer Aided Dispatching (CAD) product with the Positive
Train Control (PTC) family of automatic train protection systems in
the US.
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END
FR FLFFTLELSLIV
(END) Dow Jones Newswires
November 15, 2023 02:00 ET (07:00 GMT)
Tracsis (AQSE:TRCS.GB)
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