22 April 2024
Ten Lifestyle Group
plc
("Ten", the "Company" or the
"Group")
Interim results for the six
months ended 29 February 2024
Ten Lifestyle Group plc (AIM: TENG),
the global concierge platform driving customer loyalty for global
financial institutions and other premium brands, announces its
unaudited interim results for the six months ended 29 February
2024 ("H1").
Financial highlights
·
Net
Revenue1 at £30.9m in line
with the first half of prior year (H1 2023: £30.9m) and up £1.1m
(4%) at constant currency
o corporate revenue2 of £27.1m in line with the first
half of prior year (H1 2023: £27.5m)
o supplier revenue3 of £3.8m up £0.5m (15%) on the
first half of prior year (H1 2023: £3.3m)
· Adjusted EBITDA4 up £0.3m (7%) to
£5.3m (H1 2023: £5.0m) and up £0.5m (10%) at constant
currency
o Adjusted EBITDA margin5 increased to 17.2% (H1 2023:
16.1%)
· Profit
before tax of £0.3m in line with the first half of prior year (H1
2023: £0.4m)
· Cash and cash
equivalents up on the first half of the prior year to £8.0m (H1
2023: £7.2m, FY 2023: £8.2m).
Net cash was £1.9m (H1
2023: £0.5m; FY 2023: £3.7m)
Operational highlights
· Material Contract6 developments expected to generate
revenue in the second half of the year, include:
o a
multiple year extension of an existing Large contract on
renegotiated terms, with options to extend the scope of the current
services
o Medium contract with a new global
Private Bank client with customers across AMEA7
· £6.4m (H1 2023: £7.1m) investment in proprietary digital
platforms, communications and technologies to continue to enhance
member experience and further extend competitive
advantage
o developed a new Entertainment module of the Ten Digital
Platform, including Ten Box Office, allowing members to book
tickets, including exclusive inventory, on the platform
o launched and iterating generative AI solutions to improve
service quality and efficiency
· Record number of Active Members8, up 13% on first half of the prior
year to 356k (H1 2023: 316k)
· Member
satisfaction levels9 have improved during the period, a
key indicator of repeat usage and of Ten's value to our corporate
clients
CURRENT TRADING AND OUTLOOK
Since the end of the first half of
the financial year, Ten has launched new contracts, most notably a
Medium contract with Emirates NBD Bank, and continues to convert
its strong pipeline of new business. These contract developments at
the beginning of H2 2024 are expected to underpin revenue growth in
the remainder of the year and into 2025.
Ten remains focused on delivering
against its digital roadmap, leveraging in-house generative AI to
drive personalisation, service efficiency and quality. The Group
expects to generate net cash in the second half of the year and the
Board's expectations for the full financial year remain
unchanged.
Alex Cheatle, CEO of Ten Lifestyle Group,
said;
"We have continued to build on the step change in Net Revenue
and profitability achieved in FY 2023. This has been achieved
whilst maintaining a net cash position, improving service levels,
enhancing our technology platform and winning new corporate
clients, underpinning expected revenue growth and improved Adjusted
EBITDA profitability in the remainder of the year and into
2025."
Analyst Presentation
An online analyst presentation will
be held by video link today at 9:00am.
Investor Webinar
Additionally, an Investor Webinar
tailored for current and prospective investors will be presented on
Thursday 25 April 2024 at 5:30 pm, providing participants a deeper
insight into the Group's interim results and a chance to engage
directly with the leadership team.
If you wish to attend either the
Analyst Presentation or the Investor Webinar, kindly
email investorrelations@tengroup.com.
This will ensure that you receive the necessary details and access
information for these events.
For further information, please
visit https://www.tenlifestylegroup.com/ or
contact:
Ten
Lifestyle Group plc
Alex Cheatle, Chief Executive
Officer
Alan Donald, Chief Financial
Officer
|
+44
(0)20 7850 2796
|
Singer Capital Markets Advisory LLP, Nominated Advisor and
Broker
Corporate Finance: James Moat /
Oliver Platts
Corporate Broking: Charles
Leigh-Pemberton / Tom Salvesen
|
+44
(0) 20 7496 3000
|
1 Net Revenue includes the direct cost of sales
relating to certain member transactions managed by the
Group.
2 Corporate revenue is Net Revenue from Ten's
corporate clients, including service fees, implementation fees, and
fees for the customisation of the Ten Digital Platform.
3 Supplier revenue is Net Revenue from Ten's
supplier base, such as hotels, airlines and event promoters which
sometimes pay commission to Ten.
4 Adjusted EBITDA is operating profit/(loss) before
interest, taxation, amortisation, depreciation, share-based payment
expense, and exceptional items.
5 Adjusted EBITDA margin is Adjusted EBITDA as a
percentage of Net Revenue.
6 Ten categorises its corporate client contracts
based on the annualised value paid, or expected to be paid, by the
corporate client for the provision of concierge and related
services by Ten as: Small contracts (below £0.25m); Medium
contracts (between £0.25m and £2m); Large contracts (between £2m
and £5m); and Extra Large contracts (over £5m). This does not
include the revenue generated from suppliers through the provision
of concierge services. Medium, Large and Extra Large contracts are
collectively Ten's "Material Contracts".
7 Asia Middle East and Africa.
8 Ten measures member satisfaction using the Net
Promoter Score management tool, which gauges the loyalty of a
firm's member relationships.
9 Individuals holding an eligible product,
employment, account or card with one of Ten's corporate clients are
"Eligible Members", with access to Ten's platform, configured under
the relevant corporate client's programme, with Eligible Members
who have used the platform in the past twelve months becoming
"Active Members".
OPERATING AND FINANCIAL
REVIEW
CHIEF EXECUTIVE'S STATEMENT
Ten has maintained and, on a
constant currency basis, built on the step change in Net Revenue
and profitability achieved in FY 2023, whilst maintaining a net
cash position. Ten has also continued to invest in technology,
including generative AI, and its overall proposition throughout the
period. These investments are succeeding in enhancing service
levels, improving efficiencies, and further strengthening Ten's
competitive advantage, ultimately driving improved member
engagement and operating leverage at scale.
We have continued to support and
grow with our existing corporate clients and convert our strong
pipeline of contract opportunities with global financial
institutions and premium brands, securing multiple new contract
developments since the start of the financial year, which are due
to deliver revenues from in the second half of the financial
year.
Net Revenue remained in line with
the first half of prior year (H1 2023: £30.9m) but increased £1.1m
(4%) at constant currency, with supplier revenue up 15% on the
first half of prior year (H1 2023: £3.3m). Active Members continued
to grow, up 13% on first half of the prior year to 356k (H1 2023:
316k).
Adjusted EBITDA increased by £0.3m
(7%) to £5.3m on the prior year (H1 2023: £5.0m), £0.5m (10%) at
constant currency and Adjusted EBITDA margin increased to 17.2% (H1
2023: 16.1%). A positive profit before tax (PBT), of £0.3m was
generated, marking the third consecutive half-year period of
positive PBT.
At the end of the period, Ten's cash
and cash equivalents position was £8.0m (FY 2023: £8.2m), with net
cash of £1.9m (H1 2023: £0.5m; FY 2023: £3.7m). This balance
reflects the Group's normal seasonality, to consume working capital
in the first half of the year, and the timing of client
receipts.
Delivering Adjusted EBITDA
profitability and maintaining a net cash position, whilst
maintaining investments in technology, are key performance
indicators of the Group's strategic Growth Engine.
Corporate client developments
|
H2
2024
|
H1
2024
|
FY
2023*
|
Contract By Size
|
(to
date)
|
|
|
Extra Large
|
3
|
3
|
3
|
Large
|
7
|
7
|
6
|
Medium
|
20
|
19
|
19
|
|
30
|
29
|
28
|
|
|
|
|
Contract by Region
|
|
|
|
Europe
|
8
|
8
|
9
|
Americas
|
12
|
12
|
11
|
AMEA
|
9
|
8
|
7
|
Global
|
1
|
1
|
1
|
|
30
|
29
|
28
|
*FY 2023 contracts restated to
reflect the appropriate classification by region under the new
reporting structure.
Since the end of FY 2023, Ten has
upgraded two Medium contracts into Large contracts and has secured
three Medium contracts with new corporate clients, in addition to
significant contractual developments with existing corporate
clients and multiple Small contract wins. The contract wins have
recently launched or are expected to launch by the end of the
financial year. These are expected to generate revenue from the
second half of the year and, based on previous precedent, will
likely increase in volume and value over time.
Most notably, Ten has secured and
launched Medium contracts with a new global Private Bank client
with customers across AMEA and with Emirates NBD Bank in the UAE.
Ten has also partnered with Global Travel Collection to provide
luxury lifestyle expertise to their 1,300 travel advisors,
enhancing their global reach and premium travel services and is
expected to be a Medium contract in the first full year.
Ten has a Framework Agreement with a
corporate client group, encompassing the equivalent of two Large
contracts. Ten has secured a multiple year extension of one of the
Large contracts on renegotiated terms, with options to extend the
scope of the current services. However, the client has chosen to
withdraw concierge services from its customer engagement strategy,
under the other contract. Consequently, Ten will lose a Large
contract (c. 5.5% of Net Revenue in FY 2023) from the end of this
financial year, albeit we expect the loss of this contract to be
partially offset by initiatives that are underway to increase our
footprint within the existing client base as well as other
mitigations.
Some of the users of the exiting
concierge services are expected to transition to Ten's 'paid-for'
Private Membership. This is expected to grow Ten's Private
Membership by the equivalent of a Medium contract during FY 2025.
The combined growth initiatives plus retention of the Large
contract and Ten's Private Membership is expected to mitigate the
loss of the contract, such that the total Net Revenue impact of
this contract loss will be £1.5m to £2.5m in FY 2025.
We believe that Ten's pipeline of
new business has never been stronger and primarily consists of
global financial institutions and premium brands aiming to enhance
their customer loyalty metrics, particularly since the conclusion
of the pandemic. The sales and launch cycle typically spans 12-24
months, and Ten is currently in the process of converting this
pipeline, which is anticipated to generate revenue starting from
the second half of this financial year and continuing into
2025.
While the majority of recent
contract wins are with first-time concierge service adopters, Ten
has a very strong record of winning competitive tenders and
re-tenders (>90% success rate over the last 5 years) and remains
confident in securing contracts with incumbent competitors when
they come up for tender.
We remain confident in the strength
and depth of our partnerships with corporate clients. These clients
increasingly engage Ten to deliver premium product marketing,
customer engagement, and insight initiatives, alongside technology
integration, personalisation, and unique content projects that
enhance member experiences and reinforce Ten's position as the
preferred partner for financial institutions and premium brands
seeking to attract and retain affluent customers.
Our
investments in technology, AI and content underpins enhanced member
proposition, satisfaction, and engagement
Ten continues to benefit from the
operational, and competitive advantages of our digital capability
with £6.4m (H1 2023: £7.1m) invested in technology, communications,
and content in the period. We believe that our strategic focus on
market-leading digital capability clearly differentiates us from
our competitors and underpins our long-term "Growth Engine"
strategy to become the world's most trusted service.
Throughout the period, significant
advancements in Ten's digital roadmap have been achieved that we
believe are driving member engagement as well as greater
efficiencies and scale. Notable improvements include enhanced
personalisation, user experience and the introduction of a new
"Entertainment" module to the Ten Digital Platform with a fully
integrated "Ten Box Office". Ten's closed user group of
high-net-worth members can enjoy presales, preferential pricing,
and bespoke access to ticketing and VIP hospitality packages,
alongside publicly available inventory delivered via APIs with
industry leading distributors. From H2 2023, inventory will be
managed through Ten's proprietary digital ticketing technology.
Some of our corporate clients have held back on marketing
entertainment tickets, fulfilled via high-touch servicing, until
the digital platform functionality is complete in H2 2024. Clients
are enthusiastic about ramping up marketing, once the digital
fulfilment is launched, because of the improved CX and lower cost
per interaction.
Work is underway to deliver on
further planned releases throughout calendar year (CY) 2024 aimed
at improving Ten's digital offerings by leveraging Ten's
ever-improving "not available on the internet" inventory of offers,
benefits and access across restaurants, travel, entertainment and
editorial content with technology innovations, including in-house
generative AI to drive personalisation, service efficiency and
quality.
Ten has joined Microsoft AI Cloud
Partner Program to support our in-house AI capabilities. This
partnership has facilitated the development and expansion of Ten's
AI "CoPilot" tool for Lifestyle Managers. By combining data from
Ten's proprietary travel and dining inventory with AI technology,
our Lifestyle Managers can now provide faster and more efficient
service, improving overall service quality. Additionally, we are
using large language models to enhance the speed,
cost-effectiveness, and efficiency of content translation, as well
as other business functions.
Member satisfaction, as measured by
Net Promoter Score (NPS) has improved during the period and the
number of Active Members using the service is up 13% on first half
of the prior year to 356k (H1 2023: 316k). Member engagement and
satisfaction are key to building value for corporate clients, who
want to improve the engagement, retention, and acquisition of their
most valued customers. This, in turn, justifies increased corporate
spending with us and attracts new corporate clients and new
supplier partners to work with us.
Notably, we have, in early 2024,
attracted talent at all levels from the luxury travel sector to
help drive engagement with our most valuable members in this
profitable, cash generative area and this is likely to impact
results by CY 2025.
Since securing B Corp certification
last year, we have re-doubled our efforts to build a sustainable
business. This includes broadening our ESG partners and services
across travel, dining, retail, and entertainment to give members
more choice. Promoting these choices through all channels
encourages sustainable decisions amongst our members.
During the period, changes were made
to the Non-Executive Board. Jules Pancholi, Non-Executive Director,
has assumed the role as Chairman and Chair of the Nomination
Committee. Edward Knapp has been appointed as Non-Executive
Director and Chair of the Audit & Risk Committee, while Carolyn
Jameson has been appointed as Non-Executive Director and Chair of
the Remuneration Committee and, as of today, will also chair the
Nomination Committee. On behalf of the Board, I extend our sincere
thanks to our former Chair, Bruce Weatherill, and Gillian Davies,
who both retired from the Board during the period, for their
dedication and invaluable guidance since the Company's IPO in
2017.
FINANCIAL REVIEW
£m
|
H1 2024
|
H1 2023
|
|
£m
|
£m
|
Revenue
|
33.3
|
32.4
|
Net
Revenue
|
30.9
|
30.9
|
Operating expenses and other
income
|
(25.6)
|
(25.9)
|
Adjusted EBITDA
|
5.3
|
5.0
|
Adjusted EBITDA %
|
17.2%
|
16.1%
|
|
|
|
Depreciation
|
(1.4)
|
(1.5)
|
Amortisation
|
(2.8)
|
(2.5)
|
Share based payments
|
(0.4)
|
(0.4)
|
Operating profit before interest and tax
|
0.7
|
0.6
|
Net finance expense and foreign
exchange
|
(0.4)
|
(0.1)
|
Profit before taxation
|
0.3
|
0.4
|
Taxation charge
|
(0.3)
|
(0.6)
|
Profit / (loss) for the period
|
-
|
(0.2)
|
Revenue
Revenue for the period was £33.3m, a
3% increase on H1 2023 (£32.4m). Net Revenue (which is our key
revenue measure) for the period was £30.9m, which was
consistent with the prior period (H1 2023: £30.9m) and up 4% at
constant currency.
Corporate revenue for H1 2024 was
£27.1m, a 1% decrease compared to the first half of the prior year
(H1 2023: £27.5m), mainly due to the fluctuation in foreign
exchange rates (3% growth at constant currency), with a Net
Corporate Revenue Retention Rate of 101% (H1 2023: 144%). Supplier
revenue (predominantly travel related) was £3.8m a 15% increase
compared to the first half of the prior year (H1 2023:
£3.3m).
Operating expenses & other income excluding depreciation,
amortisation, share based payments and exceptional
items
Operating expenses and other income
for the period was £25.6m, a decrease of £0.3m, compared to the
first half of the prior year (H1 2023: £25.9m), as the Group
benefits from improved operational efficiencies offsetting cost and
wage inflation.
Adjusted EBITDA
Adjusted EBITDA, as reported, takes
into account all Group operating costs, other than depreciation of
£1.4m (H1 2023: £1.5m), amortisation of £2.8m (H1
2023: £2.5m), share-based payment expenses
of £0.4m (H1 2023: £0.4m). On this basis, Adjusted
EBITDA was £5.3m (H1 2023: £5.0m) and EBITDA margin of 17.2%
improved by 1.1% vs prior year.
Depreciation has slightly decreased
by £0.1m, primarily due to a reduction in leases as they reach the
end of their useful lives, with the Group taking on smaller office
space following the change in working habits. Amortisation
increased by £0.3m, reflecting our continued investment in
technology.
Profit before tax
Profit before tax of £0.3m (H1 2023:
£0.4m). Net finance expenses increased to £0.4m (H1 2023: £0.1m)
due to interest on additional £1.1m of loan notes secured during
the period and FX differences of £0.2m year on year.
Regional performance
Segmental Net Revenue reporting
reflects our servicing location rather than the location of our
corporate clients. This allows us to understand and track the
efficiency and profitability of our operations around the
world.
£m
|
H1 2024
|
H1 2023
|
% change
|
% change at constant
currency
|
Europe
|
12.9
|
12.4
|
4%
|
5%
|
Americas
|
12.5
|
13.1
|
-4%
|
-1%
|
AMEA
|
5.5
|
5.4
|
3%
|
11%
|
Total
|
30.9
|
30.9
|
0%
|
4%
|
After fully allocating our indirect
central costs including IT, platform support, non-lease costs and
management across the regions, the Adjusted EBITDA profitability of
each regional segment is:
£m
|
H1 2024
|
H1 2023
|
Europe
|
4.6
|
4.0
|
Americas
|
0.2
|
0.8
|
AMEA
|
0.6
|
0.1
|
Total
|
5.3
|
5.0
|
Adjusted EBITDA % of Net Revenue
|
17.2%
|
16.1%
|
EUROPE
Net Revenue in the region increased
by 4% to £12.9m (H1 2023: £12.4m) and by 5% at constant currency.
The increase in Net Revenue of £0.5m is primarily driven by both
corporate and supplier revenue due to increased demand. Adjusted
EBITDA of £4.6m is higher than prior year of £4.0m through the Net
Revenue increase as well as continued operational
efficiencies.
AMERICAS
Net Revenue from the region
decreased by 4% to £12.5m (H1 2023: £13.1m) and by 1% at constant
currency (principally driven by US$). Adjusted EBITDA profit of
£0.2m is lower than prior year by £0.6m. The reduction is primarily
foreign exchange driven as well as additional set up costs incurred
for contracts due to launch in the second half of the
year.
AMEA
Net Revenue increased by 3% to £5.5m
(H1 2023: £5.4m) and by 11% at constant currency (principally
driven by Japanese Yen). Adjusted EBITDA profit of £0.6m compared
to an Adjusted EBITDA profit of £0.1m in the same period last year.
This has been driven by increased supplier revenue plus operational
efficiencies and cost saving measures taken across the
region.
Cash
flow
|
H1 - 2024
|
|
£m
|
Profit before tax
|
0.3
|
Net finance expense
|
0.4
|
Working capital
changes
|
(1.9)
|
Non-cash items (share-based payments,
depreciation and amortisation charges, exceptional
items)
|
4.6
|
Operating cash flow
|
3.4
|
Capital expenditure
|
(0.1)
|
Investment in
intangibles
|
(3.7)
|
Taxation paid
|
(0.5)
|
Cash
(outflow)
|
(1.0)
|
Cash
flows from financing activities
|
|
Receipts on exercising of
options
|
1.0
|
Loan receipts
|
1.1
|
Invoice financing facility
|
0.6
|
Loan payments - loan notes
|
(0.3)
|
Interest on loan paid
|
(0.2)
|
Repayment of leases and net
interest
|
(1.4)
|
Net
cash from financing activities
|
0.8
|
Net
decrease in cash and cash
equivalents
|
(0.2)
|
|
|
Cash
and cash equivalents at beginning of period
|
8.0
|
|
|
Net
cash
|
1.9
|
Pre-tax operating cash inflows
of £3.4m, reflected a profit before tax of £0.3m, increased
net working capital of £1.9m, and add back of non-cash items of
£4.6m.
Additionally, during the period,
there was £3.7m (H1 2023: £3.7m) of capital investment, in both our
global content, our internal CRM platform (TenMAID) and the
continued development of our digital platform.
Additional loan notes of £1.1m were
raised during the period and the invoice financing facility was at
£0.8m (H1 2023: £2.0m) at the end of the period. Repayment of loans
£0.3m (H1 2023: nil), and increased interest paid on the
outstanding borrowings, resulted in a decrease in cash and cash
equivalents during the period of £0.2m.
Balance sheet
|
H1 2024
|
FY 2023
|
|
£m
|
£m
|
Intangible assets
|
16.3
|
15.4
|
Property, plant and
equipment
|
0.8
|
0.9
|
Right-of-use assets
|
2.4
|
1.9
|
Deferred tax asset
|
4.4
|
4.3
|
Cash
|
8.0
|
8.2
|
Other current
assets
|
12.1
|
12.1
|
Current lease
liabilities
|
(1.5)
|
(1.7)
|
Current liabilities
|
(18.9)
|
(21.0)
|
Short term
borrowings
|
(2.0)
|
(1.6)
|
Non-current lease
liabilities
|
(1.1)
|
(0.4)
|
Long-term
borrowings
|
(4.2)
|
(3.0)
|
Net
assets
|
16.3
|
15.2
|
|
|
|
Share capital/share
premium
|
32.3
|
31.3
|
Reserves
|
(16.0)
|
(16.1)
|
Total equity
|
16.3
|
15.2
|
Net assets increased by £1.1m to
£16.3m at 29 February 2024 compared to £15.2m at 31 August 2023.
This was primarily due to continued investment in software
development. Net assets of £16.3m includes
cash of £8.0m as at 29 February 2024.
Principal Risks and
Uncertainties
The principal risks and
uncertainties facing the Group remain broadly consistent with the
Principal Risks and Uncertainties reported in Ten's 2023 Annual
Report with no new risks or uncertainties being identified in the
period.
Alex Cheatle
|
Alan Donald
|
Chief Executive Officer
|
Chief Financial Officer
|
19
April 2024
|
19
April 2024
|
Consolidated statement of
comprehensive income
|
Note
|
6 months to 29 Feb
2024
|
6 months to 28 Feb
2023
|
|
|
Unaudited
|
Unaudited
|
|
|
£'000
|
£'000
|
Revenue
|
2
|
33,266
|
32,382
|
Cost of sales on principal member
transactions
|
|
(2,353)
|
(1,528)
|
Net
revenue
|
2
|
30,913
|
30,854
|
Other cost of sales
|
|
(967)
|
(849)
|
|
|
|
|
Gross profit
|
|
29,946
|
30,005
|
Administrative expenses
|
|
(29,628)
|
(29,767)
|
Other income
|
|
356
|
300
|
|
|
|
|
Operating profit before amortisation, depreciation, interest,
share based payments, exceptional items and taxation ("Adjusted
EBITDA")
|
|
5,308
|
4,953
|
Depreciation
|
|
(1,429)
|
(1,473)
|
Amortisation
|
3
|
(2,846)
|
(2,526)
|
Share-based payment expense
|
|
(359)
|
(416)
|
|
|
|
|
|
|
|
|
Operating profit
|
|
674
|
538
|
Net finance expense
|
|
(413)
|
(149)
|
Profit before taxation
|
|
261
|
389
|
Taxation expense
|
4
|
(259)
|
(574)
|
Profit / (loss) for the period
|
|
2
|
(185)
|
|
|
|
|
Other comprehensive expense:
|
|
|
|
Foreign currency translation
differences
|
|
(96)
|
(407)
|
Total comprehensive loss for the period
|
|
(94)
|
(592)
|
|
|
|
|
Basic and diluted profit / (loss) per ordinary
share
|
5
|
0.0p
|
(0.2)p
|
Diluted profit / (loss) per ordinary share
|
|
0.0p
|
(0.2)p
|
Basic underlying (loss) per ordinary share
|
|
(0.5)p
|
(0.2)p
|
Diluted underlying (loss) per ordinary share
|
|
(0.5)p
|
(0.2)p
|
The consolidated statement of
comprehensive income has been prepared on the basis that all
operations are continuing operations.
Consolidated statement of
financial position
|
Note
|
6 months to 29 Feb
2024
|
31 August
2023
|
|
|
Unaudited
|
Audited
|
|
|
£'000
|
£'000
|
Non-current assets
|
|
|
|
Intangible assets
|
3
|
16,278
|
15,394
|
Property, plant and
equipment
|
|
764
|
912
|
Right of use assets
|
|
2,442
|
1,911
|
Deferred tax asset
|
|
4,419
|
4,297
|
Total non-current assets
|
|
23,903
|
22,514
|
|
|
|
|
Current assets
|
|
|
|
Inventories
|
|
451
|
511
|
Trade and other
receivables
|
|
11,614
|
11,608
|
Cash and cash equivalents
|
|
7,955
|
8,229
|
Total current assets
|
|
20,020
|
20,348
|
|
|
|
|
Total assets
|
|
43,923
|
42,862
|
|
|
|
|
Current liabilities
|
|
|
|
Trade and other payables
|
|
(18,292)
|
(20,059)
|
Provisions
|
|
(597)
|
(931)
|
Lease liabilities
|
|
(1,491)
|
(1,738)
|
Borrowings
|
6
|
(1,963)
|
(1,622)
|
Total current liabilities
|
|
(22,343)
|
(24,350)
|
|
|
|
|
Net
current liabilities
|
|
(2,323)
|
(4,002)
|
|
|
|
|
Non-current liabilities
|
|
|
|
Lease liabilities
|
|
(1,087)
|
(399)
|
Borrowings
|
6
|
(4,177)
|
(2,950)
|
Total non-current liabilities
|
|
(5,264)
|
(3,349)
|
|
|
|
|
Total liabilities
|
|
(27,607)
|
(27,699)
|
|
|
|
|
Net
assets
|
|
16,316
|
15,163
|
|
|
|
|
Equity
|
|
|
|
Called up share capital
|
|
86
|
85
|
Share premium account
|
|
32,256
|
31,272
|
Merger relief reserve
|
|
1,993
|
1,993
|
Foreign exchange reserve
|
|
(1,207)
|
(1,111)
|
Treasury reserve
|
|
606
|
606
|
Retained deficit
|
|
(17,418)
|
(17,682)
|
Total equity
|
|
16,316
|
15,163
|
Consolidated statement of
changes in equity
|
|
Called up share
capital
|
Share premium
account
|
Merger relief
reserve
|
Foreign exchange
reserve
|
Treasury
reserve
|
Retained
deficit
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Balance at 1 September 2022
|
|
84
|
30,658
|
1,993
|
(547)
|
513
|
(22,858)
|
9,843
|
|
|
|
|
|
|
|
|
|
Period ended 31 August 2022:
|
|
|
|
|
|
|
|
|
Profit for the year
|
|
-
|
-
|
-
|
-
|
-
|
4,547
|
4,547
|
Foreign Exchange
|
|
-
|
-
|
-
|
(564)
|
-
|
-
|
(564)
|
Total comprehensive income for the year
|
|
-
|
-
|
-
|
(564)
|
|
4,547
|
3,983
|
|
|
|
|
|
|
|
|
|
Issue of new share capital
|
|
1
|
614
|
-
|
-
|
-
|
-
|
615
|
Shares purchased by Employee Benefit
Trust (EBT)
|
-
|
-
|
-
|
-
|
93
|
-
|
93
|
Equity-settled share-based payments
charge
|
|
-
|
-
|
-
|
-
|
-
|
629
|
629
|
Balance at 31 August 2023 (Audited)
|
|
85
|
31,272
|
1,993
|
(1,111)
|
606
|
(17,682)
|
15,163
|
|
|
|
|
|
|
|
|
|
Profit for the period
|
|
-
|
-
|
-
|
-
|
-
|
2
|
2
|
Foreign exchange
|
|
-
|
-
|
-
|
(96)
|
-
|
-
|
(96)
|
Total comprehensive income for the period
|
|
-
|
-
|
-
|
(96)
|
-
|
2
|
(94)
|
|
|
|
|
|
|
|
|
|
Issue of new share capital
|
|
1
|
984
|
-
|
-
|
-
|
-
|
985
|
Equity-settled share-based payments
charge
|
|
-
|
-
|
-
|
-
|
-
|
262
|
262
|
Balance at 29 February 2024 (Unaudited)
|
|
86
|
32,256
|
1,993
|
(1,207)
|
606
|
(17,418)
|
16,316
|
|
|
|
|
|
|
|
|
|
Condensed consolidated
statement of cash flows
|
|
6 months to 29 Feb
2024
|
6 months to 28 Feb
2023
|
|
|
£'000
|
£'000
|
Cash flows from operating activities
|
|
|
|
Loss for the period, after
tax
|
|
2
|
(185)
|
|
|
|
|
Adjustments for:
|
|
|
|
Taxation expense
|
|
259
|
574
|
Net finance expense
|
|
413
|
149
|
Amortisation of intangible
assets
|
|
2,846
|
2,526
|
Depreciation of property, plant and
equipment
|
|
245
|
254
|
Depreciation of right-of-use
asset
|
|
1,184
|
1,219
|
Equity-settled share-based payment
expense
|
|
359
|
416
|
|
|
|
|
Movement in working capital:
|
|
|
|
Decrease in inventories
|
|
60
|
51
|
Decrease/(Increase) in trade and
other receivables
|
|
552
|
(1,689)
|
(Decrease)/Increase in trade and
other payables
|
|
(2,605)
|
205
|
Cash
generated from operations
|
|
3,315
|
3,520
|
Tax paid
|
|
(525)
|
(401)
|
Net
cash from operating activities
|
|
2,790
|
3,119
|
|
|
|
|
|
|
|
|
Cashflows from investing activities
|
|
|
|
|
|
|
|
Purchase of intangible
assets
|
|
(3,730)
|
(3,683)
|
Purchase of property, plant and
equipment
|
|
(101)
|
(250)
|
Finance income
|
|
6
|
6
|
Net
cash used by investing activities
|
|
(3,825)
|
(3,927)
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
Lease Liability
repayments
|
|
(1,276)
|
(1,280)
|
Loan receipts - invoice
discounting
|
|
641
|
2,084
|
Interest paid
|
|
(241)
|
(178)
|
Interest paid on IFRS16 lease
liabilities
|
|
(108)
|
(81)
|
Cash receipts from issue of share
capital
|
|
985
|
15
|
Loan receipts - loan notes
|
|
1,075
|
1,185
|
Loan payments - loan notes
|
|
(300)
|
-
|
Net
cash generated by financing activities
|
|
776
|
1,745
|
|
|
|
|
Foreign currency cash and cash
equivalents movements
|
|
(15)
|
(363)
|
|
|
|
|
Net
decrease in cash and cash equivalents
|
|
(274)
|
574
|
|
|
|
|
Cash and cash equivalents at beginning of
period
|
|
8,229
|
6,584
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
|
|
Cash at bank and in hand
|
|
7,955
|
7,158
|
Cash and cash equivalents
|
|
7,955
|
7,158
|
|
|
|
|
Notes to the Interim Financial Information
1.
Basis of preparation
These interim consolidated financial
statements have been prepared using accounting policies based on
International Financial Reporting Standards (IFRS and IFRIC
Interpretations) issued by the International Accounting Standards
Board ("IASB") as contained in UK adopted IFRS. They do not include
all disclosures that would otherwise be required in a complete set
of financial statements and should be read in conjunction with the
31 August 2023 Annual Report. The financial information for the
half years ended 29 February 2024 and 28 February 2023 does not
constitute statutory accounts within the meaning of Section 434 (3)
of the Companies Act 2006 and both periods are
unaudited.
The annual financial statements of
Ten Lifestyle Group plc ('the Group') are prepared in accordance
with International standards in conformity with the requirements of
the Companies Act 2006 ('IFRS') and with those parts of the
Companies Act 2006 applicable to companies reporting under IFRS
(except as otherwise stated). The comparative financial information
for the year ended 31 August 2023 included within this report does
not constitute the full statutory Annual Report for that period.
The statutory Annual Report and Financial Statements for year ended
31 August 2023 have been filed with the Registrar of Companies. The
Independent Auditors' Report in the Annual Report and Financial
Statements for the year ended 31 August 2023 was unqualified, did
not draw attention to any matters by way of emphasis and did not
contain a statement under 498(2)-(3) of the Companies Act
2006.
The Group has applied the same
accounting policies and methods of computation in its interim
consolidated financial statements as in its year ended 31 August
2023 annual financial statements. The Groups tax charge is not
accounted for under the same basis as IAS 34. The tax charge is
calculated using the expected effective tax rate at the reporting
date. There are no new standards effective yet and that would be
expected to have a material impact on the entity in the current
period.
Going Concern
The ability of the Group to continue
as a going concern is contingent on the ongoing viability of the
Group. The Group meets its day-to-day working capital requirements
through its cash balances and wider working capital management. As
29 February 2024, the date of the interim consolidated financial
statements, the Group had cash of £8.0m. During the period, the
Group obtained an additional £1.1m of loan financing to replace
existing debt as and when it comes due.
To evaluate the Group's ability to
operate as a going concern, the Directors have reviewed the cash
flow forecasts covering a period of at least twelve months from the
date of approval of the interim consolidated financial statements.
The Group's forecasts and projections, taking account of reasonably
possible changes in trading performance for the principal risks,
show that the Group expects to be able to operate as a going
concern within the level of its current cash resources.
The Directors have considered severe
but plausible scenarios reflecting a potential reduction in
variable revenue, as well as the potential failure to successfully
renew contracts in the forecast periods. In response, the Directors
have identified cost savings available to the Group should these
scenarios arise such that the reduction in revenues would be offset
by necessary costs savings. Having assessed these scenarios, the
Group would be able to continue to operate with its existing
working capital facilities.
The Directors have evaluated the
Groups ability to operate as a going concern and has determined
that it has adequate resources to continue in operational existence
for the foreseeable future. The Group's cash flow forecasts show
that it expects to be able to operate as a going concern within the
level of its current cash resources. The Group has also identified
cost savings available to it should it experience a reduction in
revenue. The Group has assessed the principal risks and other
matters discussed in connection with the going concern statement
and has a reasonable expectation that it has adequate resources to
continue in operational existence for the foreseeable
future.
The Board of Directors approved this
interim report on 19 April 2024.
2.
Segmental Information
The total revenue for the Group has
been derived from its principal activity; the provision of
concierge services. Due to a change in management structure as
referred to in the 2023 Annual Report, we have changed our
segmental information to Europe, Americas and AMEA and both periods
below reflect the same.
|
6 months to 29 Feb
2024
|
6 months to 28 Feb
2023
|
|
(Unaudited)
|
(Unaudited)
|
|
£'000
|
£'000
|
Europe
|
12,911
|
12,422
|
Americas
|
12,485
|
13,069
|
AMEA
|
5,517
|
5,362
|
Net
revenue
|
30,913
|
30,854
|
|
|
|
Add back: Cost of sales on principal
transactions
|
2,353
|
1,528
|
Revenue
|
33,266
|
32,382
|
|
|
|
Europe
|
4,557
|
3,989
|
Americas
|
188
|
825
|
AMEA
|
562
|
139
|
Adjusted EBITDA
|
5,308
|
4,953
|
|
|
|
Amortisation
|
(2,846)
|
(2,526)
|
Depreciation
|
(1,429)
|
(1,473)
|
Share-based payment
expense
|
(359)
|
(416)
|
Operating profit
|
674
|
538
|
|
|
|
Other net finance expense
|
(413)
|
(149)
|
Profit before taxation
|
261
|
389
|
Taxation credit
|
(259)
|
(574)
|
Profit / (Loss) for the period
|
2
|
(185)
|
|
|
|
Net Revenue is a non-GAAP Group
measure that includes the direct cost of sales relating to member
transactions managed by the Group, such as the cost of airline
tickets sold under the Group's ATOL licences. Net Revenue is the
measure of the Group's income on which segmental performance is
measured.
Adjusted EBITDA is a Company
non-GAAP Company specific measure excluding interest, taxation,
amortisation, depreciation, share-based payment, and exceptional
costs. Adjusted EBITDA is the main measure of performance used by
the Board, who are considered to be the chief operating decision
makers. Adjusted EBITDA is the principal operating metric for a
segment.
The statement of financial position
is not analysed between reporting segments. Management and the
chief operating decision-maker consider the statement of financial
position at Group level.
3.
Intangible Assets
The Group capitalised £3.7m (H1
2023: £3.7m, FY 2023: £7.3m) of costs representing the development
of Ten's global digital platform, TenMAID (Ten's proprietary
customer relationship management system) resulting in a net book
value of £16.3m (H1 2023: £14.6m, FY 2023: £15.4m) after an
amortisation charge of £2.8m (H1 2023: £2.5m, FY 2023:
£5.3m).
4.
Taxation
The income tax expense has been
recognised based on the best estimate of the weighted average
annual effective UK corporation tax rate expected for the full
financial year. The income tax expense of £0.3m (H1 2023: £0.6m)
includes foreign taxes recognised by overseas Group companies on a
territory-by-territory basis using the expected effective tax rate
for the full year. The Group has an effective tax rate of 100% (H1
2023: 150%). This is primarily the result of the geographical
distribution of profits and the tax rates in those regions, the
effect of which is a charge of £0.7m. This has been offset by the
impact of recognition by deferred tax assets relating to historical
losses of £0.5m (H1 2023: nil).
5.
Earnings Per Share
|
6 months to 29 Feb
2024
|
6 months to 28 Feb
2023
|
Basic EPS
|
£'000
|
£'000
|
Profit / (loss) attributable to
equity shareholders of the parent
|
2
|
(185)
|
|
|
|
Weighted average number of ordinary
shares in issue (net of treasury)
|
85,038,465
|
83,808,935
|
|
|
|
Basic profit / (loss) per share
(pence)
|
0.0p
|
(0.2)p
|
Basic profit per ordinary
share
Basic profit per ordinary share is
calculated by dividing the net result for the period attributable
to shareholders by the weighted number of ordinary shares
outstanding during the period (H1 2023: -0.2p)
|
6 months to 29 Feb
2024
|
6 months to 28 Feb
2023
|
Diluted EPS
|
£'000
|
£'000
|
Profit / (loss) attributable to
equity shareholders of the parent
|
2
|
(185)
|
|
|
|
Weighted average number of ordinary
shares in issue (net of treasury)
|
85,876,479
|
83,808,935
|
|
|
|
Basic profit / (loss) per share
(pence)
|
0.0p
|
(0.2)p
|
Diluted earnings per ordinary
share
Diluted earnings per share is
calculated as per IAS 33 by adjusting the weighted average number
of ordinary shares outstanding for the dilutive effect of 'in the
money' share options, which are the only dilutive potential common
shares for the Group. The net profit attributable to ordinary
shareholders is divided by the adjusted weighted average number of
shares. 'Out of the money' share options are excluded from the
calculation as they are non-dilutive. Where the Group has incurred
a loss in the period, the diluted loss per share is the same as the
basic loss per share as the loss has an anti-dilutive
effect.
|
6 months to 29 Feb
2024
|
6 months to 28 Feb
2023
|
Underlying EPS
|
£'000
|
£'000
|
Profit/(Loss) attributable to equity
shareholders of the parent
|
2
|
(185)
|
|
|
|
Excluding Exceptional Items &
Taxes
|
|
|
Exceptional Items
|
-
|
-
|
Recognition of historical tax
losses
|
(461)
|
-
|
Underlying loss attributable to equity shareholders of the
parent
|
(459)
|
(185)
|
Basic weighted average number of
ordinary shares in issue (net of treasury)
|
85,038,465
|
83,808,935
|
Basic underlying loss per share (pence)
|
(0.5)p
|
(0.2)p
|
Diluted weighted average number of
ordinary shares in issue (net of treasury)
|
85,038,465
|
83,808,935
|
Diluted underlying loss per share (pence)
|
(0.5)p
|
(0.2)p
|
Underlying earnings per
ordinary share
Underlying earnings per share is
calculated by adjusting the profit/(loss) attributable to equity
shareholders for exceptional items and associated taxes along with
non-underlying tax items such as deferred tax arising from the
recognition of historical losses. No changes are made to the
weighted average number of ordinary shares.
6.
Borrowings
The Group has £6.1m of loans (FY
2023: £4.6m), which includes the invoice financing facilities in
place relating to trade receivables due from large corporate
clients of Ten Lifestyle Management Ltd that are denominated in
USD$ and GBP£. At 29 February 2024 the invoice financing facilities
was £0.8m (H1 2023: £2.1m). The Group retains the credit risk
associated to these trade receivables and therefore presents these
trade receivables gross within the reported current assets. The
liability arising from the invoice financing is presented as
borrowings within current liabilities. The invoice financing
facility is guaranteed to the value of the debts advanced and
accrues interest at a rate of 2% over the base rate.
During the period, the Group
obtained a further £1.1m in loans from private lenders, interest is
payable at a rate of 12% per annum.
7.
Post-period events
The Company has evaluated subsequent
events through the date of issuance of these financial statements,
and determined that there were no significant events that occurred
after the balance sheet date that would require
disclosure.
8.
Cautionary Statement
This document contains certain
forward-looking statements relating to Ten Lifestyle Group plc. The
Company considers any statements that are not historical facts as
"forward-looking statements". They relate to events and trends that
are subject to risk and uncertainty that may cause actual results
and the financial performance of the Company to differ materially
from those contained in any forward-looking statement. These
statements are made by the Directors in good faith based on
information available to them and such statements should be treated
with caution due to the inherent uncertainties, including both
economic and business risk factors, underlying any such
forward-looking information.