TIDMPHD

RNS Number : 2356L

PROACTIS Holdings PLC

29 April 2020

PROACTIS Holdings PLC

Interim results for the six months ended 31 January 2020

PROACTIS Holdings PLC, the business spend management solution provider, today announces its interim results for the six-month period ended 31 January 2020.

Key highlights:

-- Reported revenue was GBP24.5m (31 January 2019: GBP27.7m) due to high customer churn in prior years

-- Total Contract Value ("TCV"), excluding renewals, signed was GBP7.5m (H1 FY2019: GBP6.1m; H2 FY2019: GBP5.2m), an increase of 44% against H2 FY2019

   --      Solid new business deal activity: 29 new name deals (31 January 2019: 34) 

-- Strong upsell activity with existing customers: 70 deals in the perio d (31 January 2019: 54)

-- Annualised recurring revenue(3) ("ARR"), excluding heightened risk accounts ("HRAs"), increased to GBP40.7m (31 July 2019: GBP39.3m), representing 3.6% organic growth in the core business

   --      ARR including HRAs was GBP43.4m (31 July 2019: GBP44.3m) 
   --      Retention in the core business remain normalised and, in the HRAs, was better than expected 

-- Adjusted EBITDA(1) decreased to GBP5.6m (31 January 2019: GBP8.0m ) due to high customer churn in prior years, as mentioned above

   --      Net bank debt(2) decreased to GBP35.6m (31 July 2019: GBP36.5m) 
   --      Net cash flow from operating activities was GBP5.1m (31 January 2019: GBP4.4m) 

Formal Sales Process ("FSP"):

-- FSP concluded on 4 March 2020 with no acceptable or firm offers being presented to the Board

Post period end highlights:

-- TCV, excluding renewals, signed to date of GBP10.8m compared with GBP11.3m for the whole prior financial year

-- Organic growth in buyer ARR has been maintained with a further net GBP0.4m added to the date of this announcement

-- Retention rates have improved further across the core business and also within the HRAs, including approximately GBP2.1m ARR from the renewal of contracts with three of the Group's largest customers

-- Reset banking facilities with HSBC in order to support the Group's current business plan for the mid-term

-- bePayd deployed live to support Proactis' UK supplier base with positive supplier response and the pipeline is building

Response to COVID-19:

-- All staff have transitioned to working from home with minimal disruption from the COVID-19 crisis

-- Recurring revenue, long-term contract business model is proving resilient to the short-term market uncertainty during the early stages of the COVID-19 crisis

   --      Contingency plans in place 

1 - Adjusted EBITDA is stated before non-core net expenditure, amortisation of intangible assets and share based payment charges and Adjusted EPS is stated after the equivalent post tax effects of Adjusted EBITDA

2 - Excludes right of use assets recognised under IFRS 16 Leases and unsecured convertible loan notes of GBP6.5m maturing during July 2022, August 2023 and November 2024. IFRS 16 Leases was adopted from 1 August 2019

3 - Annualised Recurring Revenue is the Group's estimate of the annualised value of revenue of customers currently contracted with the Group

Tim Sykes, Chief Executive Officer, commented:

"The Group has returned to organic growth of ARR in its core business during the period and to date as a result of improved new business performance and customer retention which, along with a strong pipeline build across all of the geographies that we operate, are clear indicators that the Board's strategy is working well.

"In addition, the technical progress on our new product, bePayd, has been substantial and it is now ready for market and commercialisation.

"The Group has dealt with the immediate effect of the COVID-19 crisis extremely well and the recurring revenue, long-term contract business model is proving resilient at this stage. Our team is performing well, remaining highly connected and there has been no disruption to customer service. We remain vigilant to any indicators of risk, particularly around staff welfare, deferred pipeline build, reduced volume in transactional-priced contracts and potential delays to implementation projects which may have a more significant impact on the business if the crisis persists.

" "I am encouraged to have fundamentally reset our facilities with HSBC UK, which has demonstrated its ongoing support for the Group. This is an essential foundation to our financial strategy and the facilities are now in line with the Group's business plan for the mid-term.

The Group has made substantial progress during the first period of execution of its new strategy and this has continued to improve further after the period end. Whilst mindful of the wider economic outlook, the Group's return to organic growth in its ARR coupled with its forward revenue visibility, profitability and solid financial position provides me and the Board with confidence that the Group can now move forward confidently to execute its strategy and realise its potential. Accordingly, at this stage, the Board maintains its guidance for the full year outturn."

An interview with CEO Tim Sykes covering the results is available here: https://bit.ly/PHD_H120

For further information, please contact:

 
 Proactis Holdings PLC                             01937 545070 x1115 
 Tim Sykes, Chief Executive Officer                investorcontact@Proactis.com 
  Richard Hughes, Chief Financial Officer 
 finnCap Ltd 
  Stuart Andrews, Carl Holmes, Matthew Radley 
  - Corporate Finance 
  Andrew Burdis, Richard Chambers - ECM              0207 220 0500 
 Alma PR 
 Rebecca Sanders-Hewett, David Ison, Sam Modlin    020 3405 0205 
                                                    Proactis@almapr.co.uk 
 

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

Notes to editors:

Proactis creates, sells and maintains software and services which enable organisations to streamline, control and monitor all indirect expenditure. Its solutions are used in approximately 1,100 buying organisations around the world from the commercial, public and not-for-profit sectors.

CHAIRMAN'S AND CHIEF EXECUTIVE OFFICER'S REPORT

Strategy

The Group has a long-term strategy of building an international business focussed on delivering best value to its customers by enabling the digital transformation of their procurement systems and processes through the application of the Group's software technology and provision of its expert services. The critical success factors in delivering this strategy are a combination of building market relevant solutions supported by strong new business execution teams and customer management processes designed to sustain long-term customer relationships.

This strategy is delivered through the Group's business model which is designed to deliver a strong financial proposition of profitable, cash generative organic growth with a high level of recurring revenue and visibility in a predominantly SaaS based business model.

This strategy can be summarised as follows:

   --      Maximise existing customer relationships with focussed up-selling 
   --      Accelerate new business performance across all territories served 
   --      Drive adoption of existing supplier-paid products 
   --      Roll-out bePayd 
   --      Extend supplier-paid product portfolio 

The Group will also look to undertake selective M&A activity, as and when appropriate, with a focus on complementary customer bases, solutions and technologies.

The Group has made substantial progress in line with this strategy which has already resulted in significantly improved new business sales performance and also in customer retention which, together, have delivered a return to organic growth of Annual Recurring Revenue ("ARR") , the primary indicator of value creation.

This focus on customer retention has enabled the Group to deliver a strong retention performance within the heightened risk accounts (as described in the Group's Final Results on 29 October 2019 ("2019 Final Results")) where the vast majority of ARR scheduled for renewal during the period and to the date of this announcement has been retained.

This progress will deliver enhanced future financial and cash flow performance because the revenues associated with the organic growth of ARR will largely be recognised in future periods because of the Group's SaaS-based business model.

The Group has undertaken an operational re-organisation during the period and has invested in its executive leadership team, new business teams and product strategy to create a foundation for growth which is sustainable in the short-term and can be accelerated in the longer term if market conditions remain attractive following the COVID-19 crisis.

The Board is cognisant of the relatively high level of net debt and, accordingly, this potential risk has been managed by way a fundamental reset of the Group's banking facilities as described within the Group's announcement on 28 April 2020. These facilities now support the Group's current business plan for the long-term and this provides a stable financial platform for the Group to build from.

Operational review

The Group's focus is to replicate the strong performance of its United Kingdom and Netherlands commercial teams in each of its French, German and United States commercial teams.

The actions arising focused on:

   --      Target market segment and customer profile definition 
   --      Alignment of product portfolio 
   --      Bolstering new business capabilities 
   --      Focusing on retention 
   --      Driving growth within the existing customer base 
   --      Active management and leadership 
   --      Financial position 

Target market segment and customer profile definition

The Group has historically delivered a significant level of new business from its United Kingdom and Netherlands commercial teams to a market segment and customer profile that is well defined around the variables of vertical focus within the private and public sectors, scale, complexity, existing technology stack and the buying process of the customer. The Group's value proposition and differentiating factors to this segment are well defined and compelling. This approach allows for a more efficient go-to-market strategy with an increased likelihood of success and a lower average cost of sale and a significantly lower pipeline risk. The Group has made a significant investment in its leadership and new business teams to build capacity and capability to execute within this market segment and now has a healthy pipeline of early opportunities of this type in all of its operating territories.

Alignment of product portfolio

The Group has an extensive product portfolio as a result of its acquisition history. Whilst many of these products are complementary and offer substantial up-selling opportunities within the customer base, there is a degree of overlap within some of the Group's Spend Management solutions.

Following the shift to focus on the same specific market segments across all of its international new business opportunities, the Group will be able to better leverage its solution portfolio without detriment to existing customer experience. The Group is going through a programme to rationalise its product portfolio in order to make best use of internal resources whilst continuing to deliver the same level of service to customers. Total cash spent on product development reduc ed to GBP4.1m for the six-month period ended 31 January 2020 (six month period ended 31 July 2019: GBP4.3m).

Bolstering new business capabilities

The Group has completed the transition of its new business teams in France, Germany and United States, and is now focussing its marketing and business development activities on this same market segment and customer profile throughout the Group. New business performance was strong with all territories contributing to the largest ever total contract value ("TCV") signed, excluding renewals, in a half year period for the Group of GBP7.5m. This level of performance is a 44% increase from the second half of FY2019 (GBP5.2m).

Following the end of the period, this win rate had continued and, cumulatively, TCV signed to the date of the announcement i s GBP10.8m which compares to GBP11.3m TCV signed during the whole of the prior financial year.

Focusing on retention

During Spring 2019, the Group undertook a detailed analysis of its customer base with a view to highlighting customers and ARR with a heightened risk of loss ("HRAs"). The Board quantified this at approximately GBP5m of ARR. Of that, GBP3.4m was due for renewal during the six-month period ended 31 January 2020. The Board is pleased to be able to report that only GBP1.2m of the GBP3.4m ARR was actually lost, with GBP2.2m being retained. Since the end of the period and up to the date of this announcement, a further GBP0.6m was due for renewal which was all retained. This performance is well ahead of the Board's expectations.

In respect of the retention of existing customers excluding those identified above, churn (expressed as ARR lost through either loss or downgrade of contracts with existing customers) was GBP0.8m in the period and since the period end and up to the date of this announcement, there was further churn of GBP0.5m. This performance is in line with the Board's expectations.

Driving growth within the existing customer base

The Group's existing customer base continues to offer significant growth opportunities. This growth opportunity has not yet been fully accessed in the US, France and Germany. However, the Board is confident that the strategic focus of those commercial teams has now been re-balanced toward up-selling to existing customers as well as winning new customers and that this provides a strong opportunity for the future.

Active management and leadership

The executive leadership team has been restructured and re-organised to facilitate the delivery of the Group's strategy, providing open, transparent energetic and engaged leadership to the teams that they support. This has included the transition of its Group CEO, its US and European business managers and multiple roles within the field marketing and new business teams in each territory. This strategy has been supported with the creation of the Group's vision, mission and positioning statement which has been communicated to the entire staff along with an employee engagement and communications programme designed to facilitate much stronger relationships between the Group's management and staff so that goals and objectives can be aligned. Only one key hire remains, in the US for a commercial lead, and this is scheduled for later during 2020.

Financial position

The Group is now delivering organic growth, is profitable and cash generative and has an established long-term, supportive relationship with its bank, HSBC UK Bank plc. This has been demonstrated further through a fundamental reset of the facility, as announced on 28 April 2020 to support the Group's current business plan for the mid-term. This reset includes the rescheduling of the amortisation profile in the short-term, revised covenants providing material headroom to the current business plan and a conditional option to extend the term of the current facility from 31 July 2022 to 31 July 2023.

Net bank debt of the Group reduced to GBP35.6m at 31 January 2020 (31 July 2019: GBP36.5m). The Board is aware of the level of bank debt that the Group carries and continues to investigate opportunities to reduce this level further through continued tight management of its net operating expenditure; the focussing of the Group's investment in product development on a tighter product portfolio and on a customer informed roadmap as well as the potential divestment of more peripheral assets of the Group.

Cash inflow has been strong since the period end and up to the date of this announcement which the Group has used to invest in its working capital. The Group is comfortably within its facilities and the successful renewal of some of its more significant contracts during that period and the initial payments on new contracts delivered through organic growth both present strong drivers for forward cash generation and a robust working capital position.

Solutions and markets

Buyer solutions

The Group provides business spend management solutions to customers that enable those customers to reduce the cost of goods or services purchased through enhanced sourcing activities, access efficiencies through the automation of manual processes using technology and also to provide an enhanced level of corporate governance and compliance through work flows designed into the technology.

During the period, the Group won new business in both the private and public sectors with examples being State of Connecticut (US), APHP Hopitaux de Paris (FR), DYWIDAG-Systems International GmbH (DE), The Christie NHS Foundation Trust (UK) and Stork Technical Services BV (NL) with some examples of customer goals being as follows:

- Implementing a new purchasing solution to support sourcing projects;

- Centralising the management of contracts and suppliers;

- Increasing purchasing power to gain discounts through volume purchasing;

- Improving accountability through authorisation and approval workflows;

- Increasing control through departmentally tailored tracking; and

- Reducing manual processing to enable people to focus in more strategic tasks.

Buyer revenues for the period were GBP20.4m (H1 FY2019: GBP23.2m). The decrease is analysed further below and is a direct consequence of high levels of customer churn in the prior financial year.

Supplier solutions

The Group provides access to technology that enables suppliers to transact digitally with their customers. This technology is often referred to as networking technology and the technology can allow multiple documents in any format to be passed between suppliers and their customers and it can also allow greater collaboration between suppliers and their customers through the provision of other trading information, In addition, the Group uses its technology to deliver tailored new business opportunities to suppliers through its search and selection of a vast number of new business opportunities, tenders, from a number of international sources.

Revenues for the period were GBP4.1m (H1 FY2019: GBP4.5m) which was in line with the Board's expectations.

Financial solutions

The Group's supplier-paid financial solution, "bePayd", ( www.bepayd.com ) enables suppliers to accelerate the payment of their approved invoices before the due date. The product is now completed and was deployed to support the Group's own supplier base in the UK during February 2020 .

The product is not limited to buyers using Proactis' business spend management solutions and can be used by any buyer with any equivalent business spend management or ERP system. This service is multi-faceted in terms of its technological structure and is complete to minimal viable product ("MVP").

The bePayd team have developed an encouraging pipeline of potential early adopter customers.

Performance overview

The Board monitors the Group's performance through a combination of several key performance indicators as follows:

 
                             6 months ended  6 months ended      Year ended 
                                 31 January      31 January    31 July 2019 
                                       2020            2019 
--------------------------  ---------------  --------------  -------------- 
 Total TCV(1) signed                GBP7.5m         GBP6.1m        GBP11.3m 
 TCV of new name deals              GBP5.4m         GBP4.0m         GBP6.4m 
 Number of new name deals                29              34              60 
 TCV of upsell / cross              GBP2.1m         GBP2.1m         GBP4.9m 
  sell deals 
 Number of upsell / cross 
  sell deals                             70              54             127 
 Reported revenue                  GBP24.5m        GBP27.7m        GBP54.1m 
 Reported revenue growth            (11.6%)              5%              4% 
 CAGR 3-year revenue 
  growth                                28%             47%             41% 
 ARR excl. heightened              GBP40.7m        GBP42.6m        GBP39.3m 
  risk accounts 
 ARR incl. heightened              GBP43.4m        GBP47.6m        GBP44.3m 
  risk accounts 
--------------------------  ---------------  --------------  -------------- 
 

Note 1: Aggregate Total Contract Value

The Board considers that retention of existing customers is a key performance indicator and the measure of this indicator is included routinely within its internal financial reporting dashboard.

Customer churn (expressed in terms ARR lost through either loss or downgrade of contracts with existing customers) of existing customers was GBP0.8m in the Group's core business (and GBP2.0m including the impact of heightened risk accounts) for the six-month period ended 31 January 2020 which is a significant improvement against the six-month period ended 31 July 2019 of GBP4.1m (six month period ended 31 January 2019 was GBP3.2m).

The total ARR associated with heightened risk accounts was GBP5.0m and, of that, GBP3.4m came up for renewal during the six-month period ended 31 January 2020. The Board is pleased to be able to report that only GBP1.2m of the GBP3.4m ARR was actually lost and the GBP2.2m retained is well ahead of the Board's expectations.

The reduction in reported revenue is principally a reflection of the significant net loss of ARR during the two prior financial years ended 31 July 2019 and 31 July 2018.

New business performance analysis

The Group's TCV for new deals and upsell / cross sell deals can be analysed by market segment as follows:

 
                               6 months ended          6 months ended                Year ended 
                              31 January 2020         31 January 2019              31 July 2019 
------------------ 
                         TCV of        Number     TCV of       Number      TCV of        Number 
                       new name        of new   new name       of new    new name        of new 
                          deals    name deals      deals   name deals       deals    name deals 
------------------  -----------  ------------  ---------  -----------  ----------  ------------ 
 United Kingdom         GBP0.6m            16    GBP2.4m           25     GBP3.1m            41 
 France & Germany       GBP1.2m             3    GBP0.2m            3     GBP0.7m             5 
 United States          GBP1.7m             5    GBP0.9m            3     GBP1.0m             4 
 Netherlands            GBP1.9m             5    GBP0.5m            3     GBP1.6m            10 
------------------  -----------  ------------  ---------  -----------  ----------  ------------ 
 

During February 2020, the UK signed TCV of GBP1.8m following the delayed negotiation of a particular contract.

 
                            6 months ended       6 months ended             Year ended 
                           31 January 2020      31 January 2019           31 July 2019 
------------------ 
                       TCV of       Number   TCV of      Number    TCV of       Number 
                       upsell    of upsell   upsell   of upsell    upsell    of upsell 
                        deals        deals    deals       deals     deals        deals 
------------------  ---------  -----------  -------  ----------  --------  ----------- 
 United Kingdom       GBP1.4m           49  GBP1.1m          48   GBP3.2m          108 
 France & Germany     GBP0.1m            3        -           1   GBP0.4m            7 
 United States        GBP0.5m            3  GBP0.5m           2   GBP0.6m            5 
 Netherlands          GBP0.1m           15  GBP0.5m           3   GBP0.7m            7 
------------------  ---------  -----------  -------  ----------  --------  ----------- 
 

Revenue performance analysis

The Group's revenues can be analysed by market segment and customer type as follows:

 
                                     Buyer revenue 
                     6 months ended   6 months ended     Year ended 
                         31 January       31 January   31 July 2019 
                               2020             2019 
                               GBPm             GBPm           GBPm 
------------------  ---------------  ---------------  ------------- 
 United Kingdom                 8.2              9.4           19.1 
 France & Germany               3.7              4.9            8.9 
 United States                  5.4              6.3           11.7 
 Netherlands                    3.1              2.6            5.7 
------------------  ---------------  ---------------  ------------- 
                               20.4             23.2           45.4 
------------------  ---------------  ---------------  ------------- 
 
                                    Supplier revenue 
------------------  ----------------------------------------------- 
                     6 months ended   6 months ended     Year ended 
                         31 January       31 January   31 July 2019 
                               2020             2019           GBPm 
                               GBPm             GBPm 
------------------  ---------------  ---------------  ------------- 
 United Kingdom                 1.9              2.0            3.9 
 France & Germany               2.2              2.5            4.8 
 United States                    -                -              - 
 Netherlands                      -                -              - 
------------------  ---------------  ---------------  ------------- 
                                4.1              4.5            8.7 
------------------  ---------------  ---------------  ------------- 
 Total revenue                 24.5             27.7           54.1 
------------------  ---------------  ---------------  ------------- 
 

Revenue visibility

This key performance indicator is the Group's estimate of the annualised run rate of subscription, managed service, support and hosting revenues currently contracted with the Group and is referred to as Annual Recurring Revenue ('ARR').

This is crucially important to the Group's stakeholders as it provides a real indicator to:

-- Investors of the amount of revenue from new business required to be won in order to hit expectations in future periods;

-- The Group's bank, HSBC Bank plc, in its deliberations as to the level of debt that the business can conservatively support and hence assist in the overall return to investors; and

   --      The Group's customers, suppliers and associates of the overall strength of the Group. 

The Group's ARR can be analysed as follows:

 
 As at 31 January 2020    Buyer revenue   Supply revenue   Total 
                                   GBPm             GBPm    GBPm 
-----------------------  --------------  ---------------  ------ 
 United Kingdom                    14.4              3.9    18.3 
 France & Germany                   7.6              3.9    11.5 
 United States                      8.7                -     8.7 
 Netherlands                        4.9                -     4.9 
-----------------------  --------------  ---------------  ------ 
                                   35.6              7.8    43.4 
-----------------------  --------------  ---------------  ------ 
 

The Board previously quantified a GBP5.0m heightened risk area in its customer accounts. As at 31 January 2020 GBP3.4m of the GBP5.0m has come up for renewal in the period, and GBP2.2 m of that GBP3.4m renewed. The Board will continue to monitor and report against this position.

 
 As at 31 July 2019    Buyer revenue   Supply revenue   Total 
                                GBPm             GBPm    GBPm 
--------------------  --------------  ---------------  ------ 
 United Kingdom                 14.6              3.7    18.3 
 France & Germany                7.0              4.5    11.5 
 United States                   9.9                -     9.9 
 Netherlands                     4.6                -     4.6 
--------------------  --------------  ---------------  ------ 
                                36.1              8.2    44.3 
--------------------  --------------  ---------------  ------ 
 

Staff costs and other operating expenses

The aggregate of staff costs and other operating expenses (excluding depreciation of property, plant and equipment and amortisation of intangibles assets decreased to GBP16.8m (2019: GBP18.0m).

This part of the Group's costs has recently included significant items of income or expenditure associated primarily with the Group's acquisition activity and the resultant integration programme (together, "non-core net expenditure").

The impact of this non-core net expenditure on the aggregate of staff costs and other operating expenses is as follows:

 
                                              6 months       6 months   Year ended 
                                              ended 31       ended 31      31 July 
                                          January 2020   January 2019         2019 
                                                  GBPm           GBPm         GBPm 
--------------------------------------  --------------  -------------  ----------- 
 Aggregate of staff costs and 
  other operating expenses (reported)             16.8           18.0         34.1 
 Non-core net expenditure                        (0.7)          (1.3)        (1.2) 
-------------------------------------- 
 Aggregate of staff costs and 
  other operating expenses (excluding 
  non-core net expenditure)                       16.1           16.7         32.9 
--------------------------------------  --------------  -------------  ----------- 
 

Non-core net expenditure can be analysed as follows:

 
                                             6 months  6 months ended   Year ended 
                                             ended 31      31 January      31 July 
                                         January 2020            2019         2019 
                                                 GBPm            GBPm         GBPm 
-------------------------------------  --------------  --------------  ----------- 
 Expenses of acquisition related 
  activities                                      0.1             0.1          0.1 
 Release of contingent consideration                -               -        (0.9) 
 Costs of restructuring Group 
  operations - staff                              0.4             0.9          1.6 
 Costs of restructuring Group 
  operations - other                              0.2             0.1          0.4 
 Legal and professional fees                      0.1             0.2          0.4 
 Foreign exchange impacts                       (0.1)               -        (0.4) 
                                                  0.7             1.3          1.2 
-------------------------------------  --------------  --------------  ----------- 
 

Reported profit and Group Adjusted profit performance

The Board considers that each of the two periods ended 31 January 2020 and 31 January 2019 have been significantly impacted by non-core net expenditure incurred primarily as part the Group's historical acquisition activity, resultant integration programmes as well as, more recently, group rationalisation activities.

A summary of the various profit measures is set out below.

 
                       6 months ended                         6 months ended       Year ended 
                           31 January                        31 January 2019       31 July 2019 
                                 2020 
                             Reported   (1) Adjusted  Reported  (1) Adjusted           Reported   (1) Adjusted 
 Earnings before 
  interest, 
  tax, depreciation           GBP4.9m        GBP5.6m   GBP6.8m       GBP8.0m           GBP13.9m       GBP15.1m 
  and 
  amortisation 
  ('EBITDA')(1) 
 Operating (loss)           (GBP1.4m)        GBP1.7m   GBP1.1m       GBP4.7m         (GBP24.4m)        GBP8.8m 
  / profit 
 (Loss) / profit            (GBP2.2m)        GBP0.9m   GBP0.4m       GBP4.0m         (GBP25.8m)        GBP7.5m 
  / before tax 
 Diluted earnings 
  per share (note 
  3)                           (1.9p)           1.1p      0.1p          3.4p            (27.9p)           6.4p 
--------------------  ---------------  -------------  --------  ------------  -----------------  ------------- 
 
 

Note 1: See Additional Information - Reconciliation of alternative performance measures

Cash flow

An analysis of the Group Adjusted Free Cash Flow is as follows:

 
                                      6 months ended       6 months   Year ended 
                                     31 January 2020       ended 31      31 July 
                                                       January 2019         2019 
                                                GBPm           GBPm         GBPm 
----  ---------------------------  -----------------  -------------  ----------- 
 Net cash flow from operating 
  activities                                     5.1            4.4         11.9 
       Non-core net expenditure 
        incurred in prior period 
        but paid in current 
 -      period                                   0.3            0.6          0.6 
       Non-core net expenditure 
        charged and paid within 
 -      the same period                          0.7            0.7          2.6 
----  ---------------------------  -----------------  -------------  ----------- 
 Adjusted Net cash flow 
  from operating activities                      6.1            5.7         15.1 
       Purchase of plant and 
 -      equipment                              (0.3)          (0.4)        (0.6) 
       Development expenditure 
 -      capitalised                            (3.9)          (3.8)        (7.6) 
----  ---------------------------  -----------------  -------------  ----------- 
 Adjusted Group Net Free 
  Cash Flow                                      1.9            1.5          6.9 
---------------------------------  -----------------  -------------  ----------- 
 

The Group had net bank debt of approximately GBP35.6m at 31 January 2020 (31 July 2019: GBP36.5m).

The net bank debt figure excludes convertible loan notes of approximately GBP6.5m that mature from August 2022 onwards. During the period convertible loan notes of GBP0.9m were issued as a result of year 1 revenue targets arising from the Esize acquisition in August 2018. This amount had been fully provided as deferred consideration.

COVID-19

The Group announced a statement on 20 April 2020 in response to the COVID-19 pandemic the Group has taken a number of actions to ensure that all staff are healthy, safe and working from home and are supporting our customers with no compromise on service levels.

The Board remains cautious and vigilant in the very short-term as the full impact of COVID-19 on the general economy is not yet known but it remains confident of the opportunity to realise its strategy for growth in the mid-term.

Summary and Outlook

The Group has made encouraging progress in the first period with the deployment of its new strategy. New business performance and customer retention have both improved significantly across all territories in which the Group operates. This has enabled the Group to report organic growth of ARR through the period and up to the date of this announcement which is a step change in the trajectory of the performance of the Group.

In the short-term, subject to the full impact of COVID-19 crisis on the general economy becoming clear, the growth in pipeline across the Group and the profile of forward renewals supports further organic growth and the Board remains confident of the potential to accelerate this further in the mid-term. The Group's business model has proved robust in the early stages of the COVID-19 crisis, although management and the Board remain vigilant for risk, particularly to new business trends, project implementation deferrals, volume-based contracts and customer solvency.

The Group has reset its facilities with its lenders, HSBC, for the long-term and this is a fundamental step in the financial strategy of the Group. Whilst net debt remains relatively high in comparison to earnings in the short-term, the Group's financial position is solid and the Board anticipates net debt to reduce as the Group delivers its business plan.

The Board acknowledges its earlier commitment to strengthen the independence of its non-executive directors. It has identified a shortlist of candidates and will progress this further during the coming months.

The Group is now in a good position to continue to execute its growth strategy from a position of relative strength from commercial, technological and financial standpoints. Progress has been encouraging and it is evident that our solutions are highly relevant and that the Group is well placed to capitalise on the significant market opportunity in the long-term and a ccordingly, at this stage, the Board maintains its guidance for the full year outturn . The Board remains confident in its strategy for growth and looks forward to delivering increased value to the Group's stakeholders as a whole.

   Alan Aubrey                                                      Tim Sykes 
   Chairman                                                          Chief Executive Officer 

29 April 2020

Consolidated income statement

for the six months ended 31 January 2020

 
                                        Unaudited       Unaudited         Audited 
                                         6 months        6 months      Year ended 
                                               to              to    31 July 2019 
                                       31 January      31 January 
                                             2020            2019 
                                           GBP000          GBP000          GBP000 
 
 Revenue                                   24,468          27,688          54,140 
 
 Cost of sales                            (2,845)         (3,088)         (6,659) 
 Staff costs                             (11,504)        (11,521)        (22,892) 
 Other operating expenses                 (5,342)         (6,481)        (11,231) 
 Depreciation of property, plant 
  and equipment                             (813)           (264)           (608) 
 Amortisation of intangible 
  assets                                  (5,347)         (5,282)        (10,136) 
 Impairment of goodwill and 
  intangible assets                             -               -        (26,999) 
                                    -------------   -------------   ------------- 
 Operating (loss) / profit                (1,383)           1,052        (24,385) 
 Finance income                                 -               5               5 
 Finance expenses                           (795)           (756)         (1,440) 
                                    -------------   -------------   ------------- 
 (Loss) / profit before taxation          (2,178)             301        (25,820) 
 Income tax credit/(charge)                   331           (256)           (703) 
                                    -------------   -------------   ------------- 
 (Loss) / profit for the period           (1,847)              45        (26,523) 
                                    -------------   -------------   ------------- 
 Attributable to: 
   Equity holders of the parent           (1,832)              54        (26,462) 
   Non-controlling interest                  (15)             (9)            (61) 
                                    -------------   -------------   ------------- 
                                          (1,847)              45        (26,523) 
                                    -------------   -------------   ------------- 
 Earnings per ordinary share 
  (Note 3) 
   - Basic                                 (1.9)p            0.1p         (27.9)p 
                                    -------------   -------------   ------------- 
   - Diluted                               (1.9)p            0.1p         (27.9)p 
                                    -------------   -------------   ------------- 
 

Consolidated statement of other comprehensive income

for the six months ended 31 January 2020

 
                                              Unaudited       Unaudited         Audited 
                                               6 months        6 months      Year ended 
                                                     to              to    31 July 2019 
                                             31 January      31 January 
                                                   2020            2019 
                                                 GBP000          GBP000          GBP000 
 
 (Loss)/Profit for the period                   (1,847)              45        (26,523) 
 
 Other comprehensive income 
 Items that are or may be reclassified 
  to profit or loss 
 Foreign operations - foreign 
  currency translation differences                 (46)           (132)           (192) 
                                          -------------   -------------   ------------- 
 Other comprehensive loss, net 
  of tax                                           (46)           (132)           (192) 
                                          -------------   -------------   ------------- 
 Total comprehensive loss                       (1,893)            (87)        (26,715) 
                                          -------------   -------------   ------------- 
 Attributable to: 
   Equity holders of the parent                 (1,770)            (78)        (26,711) 
   Non-controlling interest                       (123)             (9)             (4) 
                                          -------------   -------------   ------------- 
                                                (1,893)            (87)        (26,715) 
                                          -------------   -------------   ------------- 
 

Condensed consolidated statement of changes in equity

As at 31 January 2020

 
                      Unaudited       Unaudited       Unaudited       Unaudited       Unaudited       Unaudited       Unaudited       Unaudited         Unaudited       Unaudited 
                          Share   Share premium          Merger         Capital         Foreign          Equity        Retained                   Non-controlling 
                        capital                         reserve         reserve        exchange         reserve        earnings           Total          interest           Total 
                                                                                        reserve                                                                            equity 
                         GBP000          GBP000          GBP000          GBP000          GBP000          GBP000          GBP000          GBP000            GBP000          GBP000 
 
 At 31 July 
  2018                    9,324          81,464             556             449         (1,137)              80           2,875          93,611             1,604          95,215 
 IFRS 15 
  transition 
  impact                      -               -               -               -               -               -             606             606                 -             606 
                  -------------   -------------   -------------   -------------   -------------   -------------   -------------   -------------     -------------   ------------- 
 At 1 August 
  2018                    9,324          81,464             556             449         (1,137)              80           3,481          94,217             1,604          95,821 
 Result for the 
  period                      -               -               -               -               -               -              54              54               (9)              45 
 Other 
  comprehensive 
  income                      -               -               -               -           (132)               -               -           (132)                23           (109) 
 Total 
  comprehensive 
  income 
  for the 
  period                      -               -               -               -           (132)               -              54            (78)                14            (64) 
 Shares issued 
  during the 
  period                    129           1,267               -               -               -               -               -           1,396                 -           1,396 
 Share options 
  exercised                  10              18               -               -               -               -               -              28                 -              28 
 Loan note 
  conversion                 59             764               -               -               -            (20)              20             823                 -             823 
 Issue of 
  convertible 
  notes                       -               -               -               -               -              29               -              29                 -              29 
 Dividend                     -               -               -               -               -               -         (1,419)         (1,419)                 -         (1,419) 
 Share based 
  payment 
  charges                     -               -               -               -               -               -             189             189                 -             189 
                  -------------   -------------   -------------   -------------   -------------   -------------   -------------   -------------     -------------   ------------- 
 At 31 January 
  2019                    9,522          83,513             556             449         (1,269)              89           2,325          95,185             1,618          96,803 
 Result for the 
  period                      -               -               -               -               -               -        (26,516)        (26,516)              (52)        (26,568) 
 Other 
  comprehensive 
  income                      -               -               -               -           (117)               -               -           (117)                34            (83) 
 Total 
  comprehensive 
  income 
  for the 
  period                      -               -               -               -           (117)               -        (26,516)        (26,633)              (18)        (26,651) 
 Share based 
  payment 
  charges                     -               -               -               -               -               -             352             352                 -             352 
                  -------------   -------------   -------------   -------------   -------------   -------------   -------------   -------------     -------------   ------------- 
 At 1 August 
  2019                    9,522          83,513             556             449         (1,386)              89        (23,839)          68,904             1,600          70,504 
 Result for the 
  period                      -               -               -               -               -               -         (1,832)         (1,832)              (15)         (1,847) 
 Other 
  comprehensive 
  income                      -               -               -               -              62               -               -              62             (108)            (46) 
 Total 
  comprehensive 
  income 
  for the 
  period                      -               -               -               -              62               -         (1,832)         (1,770)             (123)         (1,893) 
 Shares issued 
  during the 
  period                     31             146               -               -               -               -               -             177                 -             177 
 Issue of 
  convertible 
  notes                       -               -               -               -               -              13               -              13                 -              13 
 Share based 
  payment 
  charges                     -               -               -               -               -               -             124             124                 -             124 
                  -------------   -------------   -------------   -------------   -------------   -------------   -------------   -------------     -------------   ------------- 
 At 31 January 
  2020                    9,553          83,659             556             449         (1,324)             102        (25,547)          67,448             1,477          68,925 
                  -------------   -------------   -------------   -------------   -------------   -------------   -------------   -------------     -------------   ------------- 
 

Consolidated balance sheet

as at 31 January 2020

 
                                          Unaudited        Unaudited         Audited 
                                           As at 31         As at 31        As at 31 
                                            January          January       July 2019 
                                               2020             2019 
                                             GBP000           GBP000          GBP000 
 Non-current assets 
 Property, plant & equipment 
  (Note 2)                                    5,801            1,703           1,625 
 Intangible assets (Note 4)                 133,987          163,749         136,082 
 Deferred tax asset                             748            1,570             755 
                                      -------------    -------------   ------------- 
                                            140,536          167,022         138,462 
                                      -------------    -------------   ------------- 
 Current assets 
 Trade and other receivables                 26,929           26,524          23,048 
 Cash and cash equivalents                    7,548            7,062           7,732 
                                      -------------    -------------   ------------- 
                                             34,477           33,586          30,780 
                                      -------------    -------------   ------------- 
 Total assets                               175,013          200,608         169,242 
                                      -------------    -------------   ------------- 
 Current liabilities 
 Trade and other payables                    25,450           22,916          21,616 
 Obligations under finance leases                 -               48              30 
 Lease liabilities                              982                -               - 
 Contract liabilities                        16,897           17,890          17,306 
 Income taxes                                   278              732               - 
 Loans and borrowings (Note 6)                3,192            3,272           3,181 
                                      -------------    -------------   ------------- 
                                             46,799           44,858          42,133 
                                      -------------    -------------   ------------- 
 Non-current liabilities 
 Contract liabilities                           190              296             192 
 Deferred tax liabilities                     8,435            9,346           9,153 
 Loans and borrowings (Note 6)               46,492           48,628          46,577 
 Obligations under finance leases                 -               33              27 
 Lease liabilities                            3,483                -               - 
 Provisions                                     689              644             656 
                                      -------------    -------------   ------------- 
                                             59,289           58,947          56,605 
                                      -------------    -------------   ------------- 
 Total liabilities                          106,088          103,805          98,738 
                                      -------------    -------------   ------------- 
 Net assets                                  68,925           96,803          70,504 
                                      -------------    -------------   ------------- 
 Equity 
 Called up share capital                      9,553            9,522           9,522 
 Share premium account                       83,659           83,513          83,513 
 Equity reserve                                 102               89              89 
 Merger reserve                                 556              556             556 
 Capital reserve                                449              449             449 
 Foreign exchange reserve                   (1,324)          (1,269)         (1,386) 
 Retained earnings                         (25,547)            2,325        (23,839) 
                                      -------------    -------------   ------------- 
 Equity attributable to equity 
  holders of the parent                      67,448           95,185          68,904 
 Non-controlling interest                     1,477            1,618           1,600 
                                      -------------    -------------   ------------- 
 Total equity                                68,925           96,803          70,504 
                                      -------------    -------------   ------------- 
 

Consolidated statement of cash flows

for the six months ended 31 January 2020

 
                                                    Unaudited       Unaudited         Audited 
                                                     6 months        6 months      Year ended 
                                                           to              to         31 July 
                                                   31 January      31 January            2019 
                                                         2020            2019 
                                                       GBP000          GBP000          GBP000 
 
 Operating activities 
 (Loss) / profit for the period                       (1,847)              45        (26,523) 
 Amortisation of intangible assets                      5,347           5,282          10,136 
 Impairment of goodwill and intangible 
  assets                                                    -               -          26,999 
 Depreciation                                             813             264             608 
 Net finance expense                                      795             751           1,435 
 Income tax (credit)/charge                             (331)             256             703 
 Share based payment charges                              124             189             541 
                                                -------------   -------------   ------------- 
 Operating cash flow before changes 
  in working capital                                    4,901           6,787          13,899 
 Movement in trade and other receivables              (4,141)         (2,935)             489 
 Movement in trade and other payables 
  and deferred income                                   4,732           1,545           (204) 
                                                -------------   -------------   ------------- 
 Operating cash flow from operations                    5,492           5,397          14,184 
 Finance income                                             -               5               - 
 Interest paid                                          (652)           (627)         (1,269) 
 Income tax received/(paid)                               237           (329)           (995) 
                                                -------------   -------------   ------------- 
 Net cash flow from operating activities                5,077           4,446          11,920 
                                                -------------   -------------   ------------- 
 Investing activities 
 Purchase of plant and equipment                        (299)           (371)           (586) 
 Payments to acquire subsidiary undertakings                -         (8,364)         (8,365) 
 Development expenditure capitalised                  (3,900)         (3,812)         (7,649) 
                                                -------------   -------------   ------------- 
 Net cash flow from investing activities              (4,199)        (12,547)        (16,600) 
                                                -------------   -------------   ------------- 
 Financing activities 
 Proceeds from issue of new shares                          -              28              28 
 Receipts from bank borrowings                            830          10,178          10,178 
 Repayment of bank borrowings                         (1,500)         (3,348)         (5,286) 
 Payment of lease liabilities (2019: 
  Finance lease payments)                               (558)            (35)            (60) 
 Dividend payment                                           -         (1,419)         (1,419) 
                                                -------------   -------------   ------------- 
 Net cash flow from financing activities              (1,228)           5,404           3,441 
                                                -------------   -------------   ------------- 
 Effects of currency translation on 
  cash and cash equivalents                               166             198           (590) 
 Net decrease in cash and cash equivalents              (350)         (2,697)         (1,239) 
 Cash and cash equivalents at the beginning 
  of the period                                         7,732           9,561           9,561 
                                                -------------   -------------   ------------- 
 Cash and cash equivalents at the end 
  of the period                                         7,548           7,062           7,732 
                                                -------------   -------------   ------------- 
 

Unaudited notes

   1.     Basis of preparation and accounting policies 

PROACTIS Holdings PLC is a company incorporated in England and Wales under the Companies Act 2006.

The condensed financial statements are unaudited and were approved by the Board of Directors on 28 April 2020.

The interim financial information for the six months ended 31 January 2020, including comparative financial information, has been prepared on the basis of the accounting policies set out in the last annual report and accounts and in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union.

The preparation of the interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may subsequently differ from those estimates.

In preparing the interim financial statements, the significant judgements made by management in applying the Group's accounting policies and key sources of estimation uncertainty were the same, in all material respects, as those applied to the consolidated financial statements for the year ended 31 July 2019.

There is a choice between presenting comprehensive income in one statement or in two statements comprising an income statement and a separate statement of comprehensive income. The Group has elected to present comprehensive income in two statements.

Going concern assumption

The Group manages its cash requirements through a combination of operating cash flows and long-term borrowings.

The Group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group should be able to operate within the level of its current lending facilities.

Consequently, after making enquires, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the interim financial statements.

Information extracted from 2019 Annual Report

The financial figures for the year ended 31 July 2019, as set out in this report, do not constitute statutory accounts but are derived from the statutory accounts for that financial year.

The statutory accounts for the year ended 31 July 2019 were prepared under IFRS and have been delivered to the Registrar of Companies. The auditors reported on those accounts. Their report was unqualified, did not draw attention to any matters by way of emphasis and did not include a statement under Section 498(2) or 498(3) of the Companies Act 2006.

   2.     Change in significant accounting policies 

IFRS 16 'leases' was adopted by the Group on the 1st August 2019. The new standard provides a single lease accounting model, specifying how leases are recognised, measured, presented and disclosed.

The Group has applied IFRS 16 using the modified retrospective transition approach. Therefore, the comparative information has not been restated and continues to be reported under IAS 17. Lease liabilities were determined based on the value of the remaining lease payments, discounted by the appropriate incremental borrowing rates. The right-of-use (ROU) assets were measured based on the related lease liability as at the date of transition, adjusted for prepaid or accrued lease payments. The financial statement impact of IFRS 16 is shown within this note.

On initial adoption, the Group has elected to use the following practical expedients proposed by the standard:

- Lease payments for contracts with a duration of 12 months or less to be expensed to the income statement on a straight-line basis over the lease term.

- Lease payments for contracts for which the underlying asset is of a low value to be expensed to the income statement on a straight-line basis over the lease term.

   -       The application of a single discount rate to a portfolio of leases with reasonably similar characteristics, for example copiers with a similar lease term. 

Judgements made in applying IFRS 16 include assessing the lease term and identifying the discount rate to be used.

Under IFRS 16, the Group has capitalised the right of use of properties, cars and copiers previously held under operating leases. At the date of adoption 10 properties, 17 cars and 17 copiers were capitalised. The lease term corresponds to the duration of the contracts signed.

The Group has recognised a right of use asset representing its right to use the underlying asset and a corresponding lease liability

representing its obligation to make lease payments. Operating lease expenses have been replaced by a depreciation expense on right of use assets recognised and an interest expense as the interest rate implicit in the Group's lease liabilities unwinds. When the interest rate implicit in the lease is not readily determined, the Group's incremental borrowing rate has been used.

Finance leases previously capitalised under IAS 17 'Leases' have been reclassified to the right of use asset category under IFRS 16.

The following table summarises the impacts of adopting IFRS 16 on the Group's consolidated statement of financial position as at 1 August 2019.

 
                                         Audited   Unaudited   Unaudited 
                                         Impact of adoption of IFRS 
                                                      16 
                                     As reported     IFRS 16    Adjusted 
                                         31 July     impacts     opening 
                                            2019                 balance 
                                                                   sheet 
                                          GBP000      GBP000      GBP000 
 
 Non-current assets 
 Property, plant & equipment               1,625       5,180       6,805 
 
 Current assets 
 Trade and other receivables              23,048       (108)      22,940 
 
 Current liabilities 
 Trade and other payables                 21,616       (216)      21,400 
 Obligations under finance leases             30        (30)           - 
 Lease liabilities                             -       1,029       1,029 
 
 Non-current liabilities 
 Obligations under finance leases             27        (27)           - 
 Lease liabilities                             -       4,316       4,316 
 
 
 
 
   2.      Change in significant accounting policies (continued) 

The following table summarises the impacts of adopting IFRS 16 on the Group's consolidated statement of financial position as at 31 January 2020.

 
                                       Unaudited   Unaudited   Unaudited 
                                         Impact of adoption of IFRS 
                                                      16 
                                     As reported     IFRS 16     Amounts 
                                                     impacts     without 
                                                                adoption 
                                                                 of IFRS 
                                                                      16 
                                          GBP000      GBP000      GBP000 
 
 Non-current assets 
 Property, plant & equipment               5,801     (4,246)       1,555 
 
 Current assets 
 Trade and other receivables              26,929         104      27,033 
 
 Current liabilities 
 Trade and other payables                 25,450         216      25,666 
 Obligations under finance leases              -          14          14 
 Lease liabilities                           982       (982)           - 
 
 Non-current liabilities 
 Obligations under finance leases              -          20          20 
 Lease liabilities                         3,483     (3,483)           - 
 
 Equity 
 Retained earnings                      (25,547)          73    (25,474) 
 

The following table summarises the impacts of adopting IFRS 16 on the Group's consolidated income statement for the period ended 31 January 2020.

 
                                            Unaudited       Unaudited       Unaudited 
                                                 Impact of adoption of IFRS 
                                                              16 
                                          As reported         IFRS 16         Amounts 
                                                              impacts         without 
                                                                             adoption 
                                                                              of IFRS 
                                                                                   16 
                                               GBP000          GBP000          GBP000 
 
 Revenue                                       24,468               -          24,468 
 
 Cost of sales                                (2,845)               -         (2,845) 
 Staff costs                                 (11,504)               -        (11,504) 
 Other operating expenses                     (5,342)           (546)         (5,888) 
 Depreciation of property, plant and 
  equipment                                     (813)             552           (261) 
 Amortisation of intangible assets            (5,347)               -         (5,347) 
                                        -------------   -------------   ------------- 
 Operating profit                             (1,383)               6         (1,377) 
 Finance expenses                               (795)              67           (728) 
                                        -------------   -------------   ------------- 
 Profit before taxation                       (2,178)              73         (2,105) 
 Income tax credit/(charge)                       331               -             331 
                                        -------------   -------------   ------------- 
 (Loss)/Profit for the period                 (1,847)              73         (1,774) 
 
 
 
 
 
   2.      Change in significant accounting policies (continued) 

The following table summarises the impacts of adopting IFRS 16 on the Group's consolidated statement of cashflows for the period ended 31 January 2020.

 
                                              Unaudited   Unaudited   Unaudited 
                                                Impact of adoption of IFRS 
                                                             16 
                                            As reported     IFRS 16     Amounts 
                                                            impacts     without 
                                                                       adoption 
                                                                        of IFRS 
                                                                             16 
                                                 GBP000      GBP000      GBP000 
 
 Operating activities 
 Loss for the period                            (1,847)          73     (1,774) 
 Depreciation                                       813       (552)         261 
 Net finance expense                                795        (67)         728 
 
 Movement in trade and other receivables        (4,141)           4     (4,137) 
 
 Financing activities 
 Payment of lease liabilities (2019: 
  Finance lease payments)                         (558)         542        (16) 
 
 
   3.     Basic and diluted earnings per ordinary share 
 
                                                    Unaudited       Unaudited         Audited 
                                                     6 months        6 months      Year ended 
                                                           to              to         31 July 
                                                   31 January      31 January            2019 
                                                         2020            2019 
                                                       GBP000          GBP000          GBP000 
 
 (Loss)/profit for the period attributable 
  to owners of the Company (GBP000)                   (1,832)              54        (26,462) 
 Post tax effect of non-core net expenditure 
  (GBP000)                                                559           1,101             700 
 Post tax effect of customer related 
  intangible assets (GBP000)                            1,727           1,759           3,454 
 Post tax effect of impairment of goodwill 
  (GBP000)                                                  -               -          26,999 
 Post tax effect of share-based payment 
  charges (GBP000)                                        124             189             541 
 Post tax effect of convertible loan 
  note interest (GBP000)                                   55              57             113 
 Non-recurring tax factors (GBP000)                       437             116             873 
 Non-controlling interest (GBP000)                          -             (9)               - 
                                                -------------   -------------   ------------- 
 Adjusted post tax earnings (GBP000)                    1,070           3,267           6,218 
                                                -------------   -------------   ------------- 
 Weighted average number of shares 
  (number '000)                                        95,439          94,612          94,913 
 Dilutive effect of share options (number 
  '000)                                                 1,105           2,011           1,771 
                                                -------------   -------------   ------------- 
 Fully diluted number of shares in 
  issue (number '000)                                  96,544          96,623          96,684 
                                                -------------   -------------   ------------- 
 Basic earnings per ordinary share 
  (pence)                                               (1.9)             0.1          (27.9) 
 Adjusted earnings per ordinary share 
  (pence)                                                 1.1             3.5             6.6 
 Basic diluted earnings per ordinary 
  share (pence)                                         (1.9)             0.1          (27.9) 
 Adjusted diluted earnings per ordinary 
  share (pence)                                           1.1             3.4             6.4 
                                                -------------   -------------   ------------- 
 
   4.     Intangible assets 
 
                             Unaudited       Unaudited       Unaudited       Unaudited       Unaudited 
                                              Customer 
                                               related     Development        Software 
                              Goodwill     intangibles           costs         for own           Total 
                                                                                   use 
                                GBP000          GBP000          GBP000          GBP000          GBP000 
 Cost 
 At 31 July 2019               115,758          42,356          32,765           3,938         194,817 
 Additions                           -               -               -              34              34 
 Internally developed                -               -           3,878              26           3,904 
 Foreign exchange 
  differences                        -               -         (1,924)            (62)         (1,986) 
                         -------------   -------------   -------------   -------------   ------------- 
 At 31 January 2020            115,758          42,356          34,719           3,936         196,769 
                         -------------   -------------   -------------   -------------   ------------- 
 Amortisation and 
  impairment 
 At 31 July 2019                26,999          10,134          18,509           3,093          58,735 
 Amortisation for 
  the period                         -           1,739           3,378             230           5,347 
 Foreign exchange 
  differences                        -               -         (1,252)            (48)         (1,300) 
                         -------------   -------------   -------------   -------------   ------------- 
 At 31 January 2020             26,999          11,873          20,635           3,275          62,782 
                         -------------   -------------   -------------   -------------   ------------- 
 Carrying amounts 
 At 31 July 2019                88,759          32,222          14,256             845         136,082 
                         -------------   -------------   -------------   -------------   ------------- 
 At 31 January 2020             88,759          30,483          14,084             661         133,987 
                         -------------   -------------   -------------   -------------   ------------- 
 
   5.     Alternative performance measure - Adjusted EBITDA (unaudited) 

Management has presented the performance measure adjusted EBITDA because it monitors this performance measure at a consolidated level and it believes that this measure is relevant to an understanding of the Group's financial performance. Adjusted EBITDA is calculated by adjusting profit before taxation to exclude the impact of net finance costs, depreciation, amortisation, share based payment charges and non-core net expenditure. The non-core net expenditure includes significant items of income or expenditure associated primarily with the Groups acquisition activity and the resultant restructuring programmes (together, "non-core-net expenditure").

Adjusted EBITDA is not a defined performance measure in IFRS. The Group's definition of adjusted EBITDA may not be comparable with similarly titled performance measures and disclosures by other entities.

 
                                                                      6 months        6 months      Year ended 
                                                                            to              to         31 July 
                                                                    31 January      31 January            2019 
                                                                          2020            2019 
                                                                        GBP000          GBP000          GBP000 
 
 (Loss)/Profit before taxation                                         (2,178)             301        (25,820) 
 Adjustments for: 
 Net finance costs                                                         795             751           1,435 
 Depreciation                                                              813             264             608 
 Amortisation                                                            5,347           5,282          10,136 
 Share based payment charges                                               124             189             541 
 Impairment of goodwill and intangible 
  assets                                                                     -               -          26,999 
 Non-core net expenditure: 
 
   *    Costs of restructuring the Group's operations - staff              456             855           1,533 
 
   *    Costs of restructuring the Group's operations - other              190             104             427 
 
   *    Expenses of acquisition related activities                          81             120             128 
 
   *    Release of contingent consideration                                  -               -           (914) 
 
   *    Legal and professional fees                                         83             180             417 
 
   *    Non-core foreign exchange impacts                                (122)               -           (425) 
                                                                 -------------   -------------   ------------- 
 Adjusted EBITDA                                                         5,589           8,046          15,065 
                                                                 -------------   -------------   ------------- 
 R&D capitalised                                                       (3,900)         (3,812)         (7,649) 
                                                                 -------------   -------------   ------------- 
 Adjusted cash EBITDA                                                    1,689           4,234           7,416 
                                                                 -------------   -------------   ------------- 
 
   6.     Net debt 
 
                                         Unaudited       Unaudited         Audited 
                                        31 January      31 January         31 July 
                                              2020            2019            2019 
                                            GBP000          GBP000          GBP000 
 Non-current 
 
 Secured bank loans                         40,005          43,092          41,034 
 Convertible notes                           6,487           5,536           5,543 
 Obligations under finance leases                -              33              27 
                                     -------------   -------------   ------------- 
 Total non-current                          46,492          48,661          46,604 
                                     -------------   -------------   ------------- 
 Current 
 Secured bank loans                          3,192           3,272           3,181 
 Obligations under finance leases                -              48              30 
                                     -------------   -------------   ------------- 
 Total current                               3,192           3,320           3,211 
                                     -------------   -------------   ------------- 
 
 Total borrowings                           49,684          51,981          49,815 
 
 Less: 
 Cash and cash equivalents                 (7,548)         (7,062)         (7,732) 
                                     -------------   -------------   ------------- 
 Net debt                                   42,136          44,919          42,083 
                                     -------------   -------------   ------------- 
 
 Bank net debt                              35,649          39,302          36,483 
                                     -------------   -------------   ------------- 
 

Additional information

Reconciliation of alternative performance measures:

 
                             Reported EBITDA        Adjusted        Adjusted        Adjusted        Adjusted 
                                                      EBITDA       operating          profit          profit 
                                                                      profit          before           after 
                                                                                         tax             tax 
                                      GBP000          GBP000          GBP000          GBP000          GBP000 
 
 Loss after tax                      (1,847)         (1,847)         (1,847)         (1,847)         (1,847) 
 Add back: 
 Tax credit                            (331)           (331)           (331)           (331)           (331) 
 Interest charge                         795             795             795               -               - 
 Share based payment 
  charges                                124             124             124             124             124 
 Depreciation                            813             813               -               -               - 
 Amortisation                          5,347           5,347               -               -               - 
 Non-core net expenditure 
  (note 5)                                 -             688             688             688             688 
 Non-recurring interest 
  charged on convertible 
  loan notes                               -               -               -              68              68 
 Amortisation charged 
  on fair value uplift 
  of acquired capitalised 
  development costs                        -               -             502             502             502 
 Amortisation charged 
  on customer related 
  intangible assets                        -               -           1,739           1,739           1,739 
 Non-recurring tax 
  factors                                  -               -               -               -             437 
 
                               -------------   -------------   -------------   -------------   ------------- 
 Total                                 4,901           5,589           1,670             943           1,380 
                               -------------   -------------   -------------   -------------   ------------- 
 

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END

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April 29, 2020 02:00 ET (06:00 GMT)

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