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REG - CPPGroup Plc - Half-year Report

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RNS Number : 5272A  CPPGroup Plc  26 September 2022

26 September 2022

 

CPPGroup Plc

("CPP Group"; "the Group"; or "the Company")

HALF YEAR REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2022

 

CPP Group (AIM: CPP), a provider of assistance and insurance products, which
reduce disruptions to everyday life for millions of customers across the
world, is pleased to announce its half year results for the six months ended
30 June 2022.

 

Financial Highlights:

·      Group revenue from continuing operations increased by 18% to
£77.8 million (H1 2021 restated: £65.7 million)

·      Core revenues increased by 26% to £69.5 million (H1 2021: £55.0
million)

·      EBITDA from continuing operations increased by 18% to £3.1
million (H1 2021 restated: £2.6 million)

·      Central overheads reduced to £4.8 million (H1 2021: £5.5
million)

·      Exceptional items of £0.5 million (H1 2021: £1.5 million)

·      Profit before tax from continuing operations increased to £1.3
million (H1 2021 restated: £0.5 million loss)

·      Loss after tax from continuing operations improves to £0.2
million (H1 2021 restated: £1.6 million loss)

·      Cash balance of £19.3 million at 30 June 2022 (H1 2021: £19.6
million)

·      Dividends suspended pending completion of the strategy review
(Change Programme)

 

Operational Highlights:

·      Simplified structure focused on four business units

·      Simplified the proposition away from "insurance" to "assurance"
services

·      Simplified the management and operational structures

·      Core business (CPP India, CPP Turkey, Blink and Globiva)
performing well

·      Major partner renewals for CPP India, and new partner wins for
both CPP Turkey and Blink

·      Legacy Business (UK & European back book) revenues continue
to record year-on-year decline

 

Simon Pyper, CEO of CPP Group, commented:

"Despite global economic headwinds, the Group has, from a trading perspective,
delivered robust revenue growth, particularly from its Indian and Turkish
operations. Blink, the Group's InsurTech business focused on the Global Travel
Sector, also performed well, albeit from a low base. As international travel
recovers, Blink is starting to see real growth in its new business pipeline
both domestically and internationally. The good performance from our core
markets somewhat masks the structural decline in profitability from our Legacy
Businesses, a decline long understood by the business though never addressed.

On appointment, I found a business which had no adequate plan to address the
decline in its Legacy Business, which had no sense of purpose, and no strategy
for the future. Consequently,  much of my time since appointment as CEO has
been focused on simplifying the business, simplifying our proposition, and
simplifying our management and operating structures. Additionally, the
management team and I have been working on a broader Change Programme, the aim
of which is to define what CPP's purpose is, and to set a course ("strategy")
for the business which over time should improve outcomes for our key
stakeholder groups.

 

It is my expectation that I will be able to share the key outputs from the
Change Programme with shareholders in October of this year.

 

In spite of the uncertain economic climate, the Board remains confident in the
outlook and growth prospects for our core operations. However, structural
issues pertaining to our Legacy Business and associated IT costs need to be
addressed which will have some impact on overall performance and we will
provide further guidance in due course."

 

Financial and non-financial highlights - continuing operations

 

 £ millions                    Six months to 30 June 2022  Six months to 30 June 2021 (Restated(1))  Change
 Financial highlights:
 Group
 Revenue                       77.8                        65.7                                      18%
 EBITDA(2)                     3.1                         2.6                                       18%
 Operating profit/(loss)       1.3                         (0.3)                                     529%
 Profit/(loss) before tax
 -  Reported                   1.3                         (0.5)                                     363%
 -  Underlying(3)              1.8                         1.0                                       78%
 (Loss)/profit after tax
 - Reported                    (0.2)                       (1.6)                                     90%
 - Underlying(3)               0.3                         (0.3)                                     223%
 Basic loss per share (pence)  (4.09)                      (21.53)                                   81%
 Cash and cash equivalents     19.3                        19.6                                      (1)%
 Segmental revenue
 Core(4)                       69.5                        55.0                                      26%
 Legacy(5)                     8.3                         10.7                                      (22)%
 Non-financial highlights:
 Customer numbers (millions)   12.1                        11.9                                      2%

1.     Restated to reflect China as a discontinued operation.

2.     EBITDA represents earnings before interest, taxation, depreciation,
amortisation and exceptional items.

3.     Underlying profit before tax excludes exceptional items of £0.5
million (H1 2021: £1.5 million). The tax effect of the exceptional items is
£nil (H1 2021: £0.1 million). Further detail of exceptional items is
provided in note 4 of the condensed consolidated interim financial statements.

4.     Core revenue comprises CPP India, CPP Turkey, Blink and Globiva.

5.     Legacy Business primarily comprises the UK and European renewal
books of business, which are principally Card Protection and Identity
Protection policies.

 

Enquiries:

 

 CPP Group plc
 Simon Pyper, Chief Executive Officer    Tel: via Alma PR
 David Bowling, Chief Financial Officer

 Liberum Capital Limited
 (Nominated Adviser and Sole Broker)     Tel: +44 (0)20 3100 2000
 Richard Lindley
 Lauren Kettle

 Alma PR
 (Financial PR Adviser)                  Tel: +44 (0)20 3405 0205
 Josh Royston
 David Ison
 Kieran Breheny

 

About CPP Group:

CPP Group is a technology-driven assistance company that creates embedded and
ancillary real-time assistance products and resolution services that reduce
disruption to everyday life for millions of people across the world, at the
time and place they are needed, CPP Group is listed on AIM, operated by
the London Stock Exchange.

 

For more information on CPP visit https://international.cppgroup.com/
(https://international.cppgroup.com/)

 

 

 

This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 which is part of UK law by virtue of
the European Union (Withdrawal) Act 2018.

 

 

Chief Executive's Statement

 

First Half Performance

Despite global economic headwinds, the Group has, from a trading perspective,
delivered robust revenue growth, particularly from its Indian and Turkish
operations. Blink, the Group's InsurTech business focused on the Global Travel
Sector, also performed well, albeit from a low base. As international travel
recovers, Blink is starting to see real growth in its new business pipeline
both domestically and internationally. The good performance from our core
markets somewhat masks the structural decline in profitability from our Legacy
Businesses, a decline long understood by the business though never addressed.

The Group's revenue performance against prior year has also benefited from
favourable comparatives (impact of COVID-19 restrictions on 2021 revenues) and
foreign exchange movements. Of the 18% increase in year-on-year revenues to
£77.8 million (H1 2021 restated: £65.7 million), circa 5% is due to
favourable comparatives from COVID-19 and 2% is due to favourable foreign
exchange movements. Adjusting for these two factors, the Group's underlying
revenue growth for the first half was 11%, which given the prevailing economic
environment is a more than satisfactory outcome.

 

EBITDA improved by 18% or £0.5 million to £3.1 million (H1 2021 restated:
£2.6 million). The Legacy business, as expected, recorded a decline in EBITDA
for the period of £0.4 million which partially offset the £0.4 million
improvement from the Core business and the £0.4 million benefit of reduced
central costs. Group EBITDA margin for the period remained broadly level with
prior year at 4.0%.

 

Operating profit has increased to £1.3 million (H1 2021 restated: £0.3
million loss) which includes depreciation charges of £1.3 million (H1 2021
restated: £1.4 million) and exceptional items which have reduced to £0.5
million (H1 2021: £1.5 million). The exceptional items in the period
principally reflect the exit costs of the former CEO. As a result, the Group's
profit before tax has improved to £1.3 million (H1 2021 restated: £0.5
million loss).

 

Key Performance Metrics:

 £ millions                 REVENUE                            EBITDA
                            H1 2022  H1 2021(1)  CHANGE  H1 2022     H1 2021(1)  CHANGE
 CPP India                  60.7     48.7        25%     3.1         2.8         13%
 Globiva                    7.1      4.4         61%     1.3         1.1         12%
 CPP Turkey                 1.5      1.8         (21)%   0.2         0.4         (49)%
 Blink                      0.2      0.1         58%     (0.1)       (0.2)       53%
 Core Business              69.5     55.0        26%     4.5         4.1         8%
 Legacy Business            8.3      10.7        (22)%   0.8         1.2         (31)%
 Business Unit Total        77.8     65.7        18%     5.3         5.3         0%
 Central Functions          -        -           -       (2.2)       (2.6)       15%
 Share of JV                -        -           -       -           (0.1)       100%
 Group Total                77.8     65.7        18%     3.1         2.6         18%
 Attributable to:
 CPP Shareholders                                        2.5         2.1         20%
 Non-Controlling Interests                               0.6         0.5         12%

1.        Restated to reflect China as a discontinued operation.

 

CPP India: EBITDA of £3.1 million (H1 2021: £2.8 million), EBITDA margin
5.1% (H1 2021: 5.6%)

Revenue has increased by £12.0m or 25% versus prior year, and by 21% on a
constant currency basis, in part due to prior year comparatives being impacted
by COVID-19, with volume growth derived from our My Tech, My Health, and My
Home assistance products. During the period, CPP India secured contract
extensions with its two largest partners, Bajaj Finance Limited (Bajaj), and
SBI Cards. EBITDA margin reduced by 0.5% reflecting a modest change in revenue
mix during the period towards lower margin products (particularly in My
Health), and amortisation of the Bajaj marketing incentive.

 

Globiva: EBITDA of £1.3 million (H1 2021: £1.1 million), EBITDA margin 17.5%
(H1 2021: 25.2%)

Third party revenue of £7.1 million which is +61% versus prior year, and on a
constant currency basis by +55%. Revenue growth reflects new business wins and
underlying occupancy (number of seats) improvement, noting that prior year
comparatives reflect a business recovering from the impact of COVID-19
restrictions. The EBITDA margin has reduced by 7.7% which is function of new
business growth and occupancy utilisation.

 

Turkey: EBITDA of £0.2 million (H1 2021: £0.4 million), EBITDA margin 14.7%
(H1 2021: 23.0%)

Revenues have decreased by £0.4 million or -21% versus prior year, this
reduction is all foreign exchange related as on a constant currency basis the
business recorded revenue growth of 27%, reflecting in part, the development
of the Turkiye Insurance relationship established in 2021. The EBITDA margin
reduced by 8.3% reflecting cost inflation brought about by local economic
conditions.

 

Blink: EBITDA loss of £0.1 million (H1 2021: £0.2 million loss)

There is a dedicated management and operational team now in place to build
capacity and to drive growth. The pipeline for Blink's Travel Disruption
products (Flight Delay and Lost Baggage) is starting to see real growth. Post
period end, the business has started to provide its services to four new
partners.

 

Legacy Business: EBITDA of £0.8 million (H1 2021: £1.2 million)

There has been a continued decline in both revenue and EBITDA from the UK and
European Back Books (predominantly Card Protection and Identity Protection).

 

Central costs: £2.2 million (H1 2021: £2.6 million)

Central overheads before appropriate recharge to business units are £4.8
million (H1 2021: £5.5 million) which is a reduction of £0.7 million
primarily reflecting lower Executive and Board costs. The central costs
include £1.8 million (H1 2021: £2.0 million) relating to the cost of the
Group's IT operations which forms the principal element of the costs recharged
to business units.

 

EBITDA Attributable to Shareholders

The Group holds a 51% majority interest in Globiva, a Business Processes
Management company incorporated in India, with the other 49% of the shares
beneficially owned by the three founders of the business. As the Group
demonstrates control of the business through its majority holding, CPP is
required under accounting standards to consolidate 100% of Globiva's revenues
and earnings into its financial statements. The minority interest, being the
49% held by the founders, is recorded at the foot of the Group's income
statement as "Attributable to non-controlling interests". When our holding in
Globiva falls below the 51% threshold the Group will relinquish control and
will no longer consolidate Globiva's revenues and earnings. In the normal
course of business, this is expected to occur in 2026.

 

Taxation

The Group's tax charge from continuing operations is £1.4 million (H1 2021:
£1.1 million) which reflects an effective tax rate (ETR) of 113% (H1 2021
restated: negative 232%). The tax charge mainly comprises tax payable in
India, along with smaller charges from our European and Turkish markets.

 

The Group's ETR is expected to remain high and variable over the medium term,
as the Group executes its Change Programme. The programme once complete is
expected to lead to a stabilisation in the ETR at a much lower level. However,
it is still expected to remain notably higher than the UK statutory rate of
19% as we make most of our taxable profit in India, provide for withholding
taxes on overseas distributions and continue to generate losses in certain
markets against which we are not able to recognise deferred tax assets.

 

Adjusted ETR

The adjusted ETR (which excludes the impact of exceptional items) at 81% (H1
2021 restated: 127%) demonstrates the progressive improvement in the Group's
tax position as the Group addresses its loss-making operations and overall
cost-base. The adjusted ETR reflects a more normalised tax charge for the
Group.

 

The adjusted ETR is summarised as follows:

 

                        H1 2022                                     H1 2021
 Continuing operations  Reported  Exceptional items(1)  Adjusted    Reported  Exceptional items(1)  Adjusted
 Profit before tax      1.3       0.5                   1.8         (0.5)     1.5                   1.0
 Tax charge             1.4       -                     1.4         1.1       0.2                   1.3
 ETR                    113%      n/a                   81%         (232)%    9%                    127%

1.        Refer to note 4 of the condensed consolidated interim
financial statements.

Overall, we expect a progressive reduction in our ETR as our loss-making
operations reduce, distributions from overseas markets stabilise and
volatility arising from one-off charges declines.

 

Financial Position

The Group had cash balances at 30 June 2022 of £19.3 million (H1 2021: £19.6
million; 31 December 2021: £22.3 million). The extension of the Bajaj
contract included payment of upfront fees, which along with costs to develop
the IT platform in India, restructuring costs in the UK and payment of the
dividend have led to the £3.1 million reduction in cash since the year end.
Although the Group's cash cycle is naturally weighted to H2 this benefit will
be reduced this year as development work on the India platform accelerates.
Whilst the Group has previously and continues to report healthy cash balances,
it should be noted that not all cash is available for distribution or able to
be used on demand for working capital purposes in all parts of the Group. At
present, approximately 40% of the Group's cash balances are "restricted" due
to either tax, legal, or regulatory requirements.

 

Operational Highlights

 

Simplified Structure

The business is now organised around four business units being CPP India, CPP
Turkey, Blink and the Legacy Business (UK & European back book) along with
Central Functions. Each business unit is managed by a dedicated CEO who has
full accountability for delivering agreed financial and non-financial
objectives. This simplified structure will allow for local decisions to be
made more quickly and moreover, allow each business to more effectively react
to changing business partner needs.

 

Globiva is managed independently of the Group and save for CPP holding three
Board seats (including the Chairman) and having the majority voting rights
there is minimal management and operational interaction between the two
companies.

 

Simplified Proposition

There is a move to providing a suite of technology-enabled assistance products
and services focused around six themes: My Travel; My Tech; My Health; My
Digital Life; My Home; and My Finances.  Our simplified proposition reflects
and supports our purpose, one of being a "technology-driven assistance company
that creates embedded and ancillary real-time assistance products and
resolution services that reduce disruption to everyday life for millions of
people across the world, at the time and place they are needed".

 

Simplified Management and Operational Structure

The Executive Management Committee ("EMC"), is chaired by me and comprises the
four Business Unit CEOs, the Group Chief Financial Officer, the Chief Risk and
Operating Officer, the Group HR Director, and the Group Legal Counsel. The EMC
is the key decision-making committee of the business focused on delivering the
Group's strategic, operational, and financial objectives. The committee meets
weekly.

 

The Operational Board, which reports to the EMC, reviews, implements, and
monitors actions agreed at the EMC. In simple terms the Operational Board is
focused on the "doing" whilst the EMC is focused on the "management" of the
business. The Operational Board meets weekly, is chaired by me, and comprises
several EMC members and other senior executives and managers of the Group.

 

Dividend

Due to the costs and uncertainties associated with the Change Programme, the
Board has taken the decision to suspend dividend payment until further notice.
If circumstances change, the Board will review and update shareholders when
appropriate to do so.

 

Outlook

We are confident about the outlook and growth prospects for our core
operations for the second half of the year. However, we do expect some
softening in reported margin in the second half reflecting a modest mix change
towards lower margin products, the impact of the new commercial terms agreed
with Bajaj when extending the contract in May and revised incentive costs for
our CPP India team. However, structural issues pertaining to our Legacy
Business and associated IT costs need to be addressed which will have some
impact on overall performance and we will provide further guidance in due
course. Our expectations are that we will be able to provide the key outputs
of the Change Programme in October.

 

 

Simon Pyper

Chief Executive Officer

23 September 2022

 

 

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 CONSOLIDATED INCOME STATEMENT

                                                                6 months ended    6 months ended 30 June 2021 (Restated*)       Year ended

                                                                30 June 2022                                                    31 December 2021
                                                                £'000             £'000                                         £'000
                                                          Note  (Unaudited)       (Unaudited)                                   (Audited)
 Continuing operations
 Revenue                                                  3     77,768            65,670                                        143,625
 Cost of sales                                                  (62,173)          (50,230)                                      (110,708)
 Gross profit                                                   15,595            15,440                                        32,917
 Administrative expenses                                        (14,256)          (15,633)                                      (29,827)
 Share of loss in joint venture                                 -                 (119)                                         (189)
 Operating profit/(loss)                                        1,339             (312)                                         2,901

 Analysed as:
 EBITDA                                                   3     3,100             2,619                                         7,524
 Depreciation and amortisation                                  (1,264)           (1,442)                                       (2,995)
 Exceptional items                                        4     (497)             (1,489)                                       (1,628)

 Investment revenues                                            176               112                                           223
 Finance costs                                                  (228)             (289)                                         (358)
 Other gains and losses                                         -                 -                                             1,459
 Profit/(loss) before taxation                                  1,287             (489)                                         4,225
 Taxation                                                 5     (1,449)           (1,136)                                       (3,707)
 (Loss)/profit for the period from continuing operations        (162)             (1,625)                                       518

 Discontinued operations
 Profit for the period from discontinued operations       8                                                                     2,490

                                                                616               2,901
 Profit for the period                                          454               1,276                                         3,008

 Attributable to:
 Equity holders of the Company                                  254               1,013                                         2,565
 Non-controlling interests                                      200               263                                           443
                                                                454               1,276                                         3,008

 (Loss)/earnings per share
 Basic                                                          Pence             Pence (Restated*)                             Pence
 Continuing operations                                    7     (4.09)            (21.53)                                       0.85
 Continuing and discontinued operations                   7     2.87              11.55                                         29.16

 

 Diluted                                    Pence     Pence (Restated*)    Pence
 Continuing operations                   7  (4.09)    (21.53)              0.83
 Continuing and discontinued operations  7  2.87      11.55                28.43

* Restated to reflect China as a discontinued operation. See note 2.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

                                                                      6 months ended 30 June 2022    6 months ended 30 June 2021    Year ended

                                                                                                                                    31 December 2021
                                                                      £'000                          £'000                          £'000
                                                                      (Unaudited)                    (Unaudited)                    (Audited)

 Profit for the period                                                454                            1,276                          3,008

 Items that may be reclassified subsequently to profit or loss:
 Exchange differences on translation of foreign operations            196                            (451)                          (695)
 Exchange differences reclassified on disposal of foreign operations  (1,081)                        (4)                            (4)

 Other comprehensive expense for the period net of taxation           (885)                          (455)                          (699)
 Total comprehensive (expense)/income for the period                  (431)                          821                            2,309

 Attributable to:
 Equity holders of the Company                                        (704)                          588                            1,867
 Non-controlling interests                                            273                            233                            442
                                                                      (431)                          821                            2,309

 

CONSOLIDATED BALANCE SHEET

                                                             30 June 2022    30 June 2021    31 December 2021
                                                             £'000           £'000           £'000
                                                       Note  (Unaudited)     (Unaudited)     (Audited)
 Non-current assets
 Goodwill                                                    567             528             540
 Other intangible assets                                     4,453           3,845           3,603
 Property, plant and equipment                               1,360           1,357           1,335
 Right-of-use assets                                         4,101           5,577           5,109
 Equity investment                                           1,889           -               1,889
 Investment in joint venture                                 -               331             -
 Deferred tax assets                                         341             245             396
 Contract assets                                             448             593             564
                                                             13,159          12,476          13,436
 Current assets
 Inventories                                                 115             146             102
 Contract assets                                             4,538           3,689           4,020
 Trade and other receivables                                 15,776          13,150          13,605
 Cash and cash equivalents                                   19,321          19,592          22,319
                                                             39,750          36,577          40,046
 Assets classified as held for sale                          -               -               478
                                                             39,750          36,577          40,524
 Total assets                                                52,909          49,053          53,960
 Current liabilities
 Income tax liabilities                                      (808)           (1,047)         (1,362)
 Trade and other payables                                    (21,732)        (17,483)        (19,544)
 Lease liabilities                                           (869)           (910)           (937)
 Contract liabilities                                        (9,909)         (8,405)         (9,190)
                                                             (33,318)        (27,845)        (31,033)
 Liabilities classified as held for sale                     -               -               (550)
                                                             (33,318)        (27,845)        (31,583)
 Net current assets                                          6,432           8,732           8,941
 Non-current liabilities
 Borrowings                                                  42              77              58
 Deferred tax liabilities                                    (626)           (104)           (927)
 Lease liabilities                                           (4,008)         (5,304)         (4,936)
 Contract liabilities                                        (898)           (1,333)         (1,200)
                                                             (5,490)         (6,664)         (7,005)
 Total liabilities                                           (38,808)        (34,509)        (38,588)
 Net assets                                                  14,101          14,544          15,372
 Equity
 Share capital                                         9     24,254          24,232          24,243
 Share premium account                                       45,225          45,225          45,225
 Merger reserve                                              (100,399)       (100,399)       (100,399)
 Translation reserve                                         (822)           409             136
 ESOP reserve                                                17,192          17,656          17,418
 Retained earnings                                           26,831          26,083          27,202
 Equity attributable to equity holders of the Company                        13,206          13,825

                                                             12,281
 Non-controlling interests                                   1,820           1,338           1,547
 Total equity                                                14,101          14,544          15,372

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

                                                   Share capital      Share premium account      Merger reserve      Translation reserve      ESOP reserve      Retained earnings      Total        Non-controlling interests      Total equity
                                             Note  £'000              £'000                      £'000               £'000                    £'000             £'000                  £'000        £'000                          £'000
 6 months ended

 30 June 2022

 (Unaudited)
 At 1 January 2022                                 24,243             45,225                     (100,399)           136                      17,418            27,202                 13,825       1,547                          15,372
 Profit for the period                             -                  -                          -                   -                        -                 254                    254          200                            454
 Other comprehensive expense for the period        -                  -                          -                   (958)                    -                 -                      (958)        73                             (885)
 Total comprehensive expense for the period        -                  -                          -                   (958)                    -                 254                    (704)        273                            (431)
 Effects of hyperinflation                         -                  -                          -                   -                        -                 43                     43           -                              43
 Equity-settled share-based payment credit         -                  -                          -                   -                        (226)             -                      (226)        -                              (226)
 Exercise of share options                   9     11                 -                          -                   -                        -                 (5)                    6            -                              6
 Dividends                                   6     -                  -                          -                   -                        -                 (663)                  (663)        -                              (663)
 At 30 June 2022                                   24,254             45,225                     (100,399)           (822)                    17,192            26,831                 12,281       1,820                          14,101
 6 months ended

 30 June 2021

 (Unaudited)
 At 1 January 2021                                 24,153             45,225                     (100,399)           834                      17,490            27,327                 14,630       1,105                          15,735
 Profit for the period                             -                  -                          -                   -                        -                 1,013                  1,013        263                            1,276
 Other comprehensive expense for the period        -                  -                          -                   (425)                    -                 -                      (425)        (30)                           (455)
 Total comprehensive income for the period         -                  -                          -                   (425)                    -                 1,013                  588          233                            821
 Equity-settled share-based payment charge         -                  -                          -                   -                        166               -                      166          -                              166
 Exercise of share options                         79                 -                          -                   -                        -                 (69)                   10           -                              10
 Dividends                                   6     -                  -                          -                   -                        -                 (2,188)                (2,188)      -                              (2,188)
 At 30 June 2021                                   24,232             45,225                     (100,399)           409                      17,656            26,083                 13,206       1,338                          14,544
 Year ended

 31 December 2021 (Audited)
 At 1 January 2021                                 24,153             45,225                     (100,399)           834                      17,490            27,327                 14,630       1,105                          15,735
 Profit for the year                               -                  -                          -                   -                        -                 2,565                  2,565        443                            3,008
 Other comprehensive expense for the year          -                  -                          -                   (698)                    -                 -                      (698)        (1)                            (699)
 Total comprehensive income for the period         -                  -                          -                   (698)                    -                 2,565                  1,867        442                            2,309
 Equity-settled share-based payment credit         -                  -                          -                   -                        (72)              -                      (72)         -                              (72)
 Exercise of share options                         90                 -                          -                   -                        -                 (70)                   20           -                              20
 Deferred tax on share options                     -                  -                          -                   -                        -                 9                      9            -                              9
 Dividends                                   6     -                  -                          -                   -                        -                 (2,629)                (2,629)      -                              (2,629)
 At 31 December 2021                               24,243             45,225                     (100,399)           136                      17,418            27,202                 13,825       1,547                          15,372

 

 

CONSOLIDATED CASH FLOW STATEMENT

                                                                   Note                         6 months ended    6 months ended    Year ended

                                                                                                30 June 2022      30 June 2021      31 December 2021
                                                                                                £'000             £'000             £'000
                                                                                                (Unaudited)       (Unaudited)       (Audited)

 Net cash (used in)/from operating activities                      10                           (327)             (302)             4,562

 Investing activities
 Interest received                                                                              176               112               224
 Purchases of property, plant and equipment                                                     (200)             (136)             (525)
 Purchases of intangible assets                                    3                            (1,153)           (756)             (1,370)
 Cash consideration in respect of sale of discontinued operations  8                            -                 2,353             2,366
 Costs associated with disposal of discontinued operations         8                            (72)              -                 -
 Cash disposed of with discontinued operations                                                  (518)             (112)             (112)

 Net cash (used in)/from investing activities                                                   (1,767)           1,461             583

 Financing activities
 Dividends paid                                                    6                            (663)             (2,188)           (2,629)
 Repayment of the lease liabilities                                                             (713)             (775)             (1,507)
 Interest paid                                                                                  (37)              (37)              (76)
 Issue of ordinary share capital                                   9                            6                 10                20

 Net cash used in financing activities                                                          (1,407)           (2,990)           (4,192)
 Net (decrease)/increase in cash and cash equivalents                                           (3,501)           (1,831)           953

 Effect of foreign exchange rate changes                                                        413               (433)             (400)
 Cash and cash equivalents at start of period                                                   22,409            21,856            21,856

 Cash and cash equivalents at end of period                                                     19,321            19,592            22,409

 Analysed as:
 Continuing operations                                                                          19,321            19,592            22,319
 Discontinued operations                                                                        -                 -                 90
                                                                                                19,321            19,592            22,409

 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1 General information

 

The condensed consolidated interim financial statements for the six months
ended 30 June 2022 do not constitute statutory accounts as defined under
Section 434 of the Companies Act 2006. The Annual Report and Financial
Statements (the 'Financial Statements') for the year ended 31 December 2021
were approved by the Board on 28 March 2022 and have been delivered to the
Registrar of Companies. The Auditor, PKF Littlejohn LLP, reported on these
financial statements; their report was unqualified, did not contain an
emphasis of matter paragraph and did not contain statements under s498 (2) or
(3) of the Companies Act 2006.

 

2 Accounting policies

 

Basis of preparation

 

The unaudited condensed consolidated interim financial statements for the six
months ended 30 June 2022 have been prepared in accordance with IAS 34 Interim
Financial Reporting. They do not include all the information required for full
annual financial statements and should be read in conjunction with the Group's
consolidated financial statements for the year ended 31 December 2021 which
were prepared in accordance with international accounting standards in
conformity with the requirements of the Companies Act 2006 and UK-adopted
International Accounting Standards (UK IASs).

 

The condensed consolidated interim financial statements were approved for
release on 23 September 2022.

 

The accounting policies adopted in the preparation of the condensed
consolidated interim financial statements are consistent with those followed
in the preparation of the Group's consolidated financial statements for the
year ended 31 December 2021.

 

Discontinued operations

On 27 January 2022, the Group completed the sale of its 100% shareholding in
CPP Asia Limited and its wholly owned subsidiary CPP Technology Services
(Shanghai) Co. Ltd (together "China"). As a result, in accordance with IFRS 5
Non-current assets held for sale and discontinued operations, the 30 June 2021
comparative information has been restated to recognise the China operation as
discontinued. Discontinued operations also include Germany, which was sold on
17 May 2021 (refer to note 8). The adjustments relating to the restatement
have not been audited.

 

Segmental reporting

The Group has revised its segmental reporting from 1 January 2022. In
accordance with IFRS 8 the operating segments have been changed to reflect the
way in which the Group is now managed and how resources are allocated. The
Group's operating segments are identified as India, Turkey, Blink, UK &
Rest of the World (UK & ROW) and Central Functions. These segments replace
the 'Ongoing Operations', 'Restricted Operations' and 'Central Functions'
basis that was previously in place. The prior period segmental information has
been restated to reflect the change. Further detail is included in note 3. The
adjustments relating to the restatement have not been audited.

 

Hyperinflation

The Group has operations in Turkey, which has now met the criteria to be
classified as a hyperinflationary economy. This is based on the Turkish
Statistical Institute published consumer price index, which has cumulative
inflation of 109.4% over a three year period as at March 2022. IAS 29
Financial Reporting in Hyperinflationary Economies requires that inflation
accounting is applied to the financial statements of entities where the
cumulative inflation rate in three years approximates or exceeds 100%.
Inflation accounting aims to restate the value of the assets, liabilities and
P&L items of an entity in terms of the monetary values as at the reporting
period end date, to better represent their true and fair value.

 

This is performed by applying a conversion factor calculated using the
reporting date inflation index over the inflation index at the date of
recognition or revaluation of non-monetary or profit and loss financial
statement line items. The CPI inflation index published by the Turkish
Statistical Institute has been used for this calculation.

 

In Turkey's case, this has impacted other intangible assets, property, plant
and equipment, right-of-use assets, prepayments, contract liabilities,
deferred tax, share capital and all income statement items. Monetary items are
not restated as they are already recognised in terms of the monetary unit
current at the balance sheet date. The exchange rate then used to retranslate
all financial statement line items (including income statement items) is the
period end exchange rate, which as at 30 June 2022 was 20.33.

 

On initial adoption in the period ending 30 June 2022, the impact of inflation
to the start of the period is recognised as a movement in retained earnings.
Comparative balances are not restated. Inflation for the current period has
been recognised within finance costs. The inflation index has moved by 42.35%
from 31 December 2021 to 30 June 2022.

 

The overall impact of inflation accounting in Turkey in the period has been as
follows;

 

                      6 months ended 30 June 2022

                      £'000

                      (Unaudited)
 Net Assets           106
 Profit before Tax    59
 Taxation             (10)
 Profit after Tax     49
 Retained earnings    43
 Translation reserve  14

 

 

Insurance balances

The comparative balance sheet information as at 30 June 2021 and 31 December
2021 has been re-presented to recognise insurance assets and liabilities
within 'trade and other receivables' and 'trade and other payables'
respectively. This change reflects the immaterial nature of both the balances
and the Group's insurance operations. The presentational changes have no
impact on the EBITDA, operating profit, profit before tax or net assets of
either the 30 June 2021 or 31 December 2021 comparatives.

 

Going concern

In reaching their view on the preparation of the condensed consolidated
interim financial statements on a going concern basis, the Directors are
required to consider whether the Group can continue in operational existence
for a period of at least 12 months from the date of this report.

 

The Group has a formalised process of budgeting, reporting and review along
with procedures to forecast its profitability and cash flows. The plans
provide information to the Directors which are used to ensure the adequacy of
resources available for the Group to meet its business objectives, both in the
short-term and in relation to its strategic priorities. The Group's revenue,
profit and cash flow forecasts are subject to robust downside stress testing
which involves modelling the impact of a combination of plausible adverse
scenarios focused on crystallisation of the Group's key operational risks,
taking into consideration the changing economic back drop. This is done to
identify risks to liquidity and covenant compliance and enable management to
formulate appropriate and timely mitigation strategies.

 

Taking the analysis into consideration, the Directors are satisfied that the
Group has the necessary resources to continue in operational existence for a
period of at least 12 months from the date of this report. Accordingly, they
continue to adopt the going concern basis in preparing the condensed
consolidated interim financial statements.

 

 

3 Segmental analysis

IFRS 8 Operating segments requires operating segments to be identified on the
basis of internal reports about components of the Group that are regularly
reviewed by the Board of Directors to allocate resources to the segments and
to assess their performance. The Group's operating segments have changed in
the current year and the comparatives have been restated accordingly.

 

The Group is now managed on the basis of five broad business units:

·      India (CPP India and Globiva);

·      Turkey;

·      Blink;

·    UK & Rest of World (UK MGA business, UK legacy business
(previously categorised as restricted operations), Spain, Portugal, Italy and
Mexico); and

·      Central Functions - central cost base required to provide
expertise and operate a listed group. Central Functions is stated after the
recharge of certain central costs that are appropriate to transfer to the
relevant geographies for statutory purposes.

 

Segment revenue and performance for the current and comparative periods are
presented below:

                                                     India       Turkey                                               Central Functions      Total

                                                                             Blink

                                                                                         UK & Rest of World
 Six months ended 30 June 2022 (Unaudited)           £'000       £'000       £'000       £'000                        £'000                  £'000
 Continuing operations
 Revenue - external sales                            67,836      1,453       216         8,263                        -                      77,768
 Segmental EBITDA                                    4,330       213                                                  (2,207)                3,100

                                                                             (57)        821
 Share of loss in joint venture                                                                                                              -
 EBITDA                                                                                                                                      3,100
 Depreciation and amortisation                                                                                                               (1,264)
 Exceptional items                                                                                                                           (497)
 Operating profit                                                                                                                            1,339
 Investment revenues                                                                                                                         176
 Finance costs                                                                                                                               (228)
 Profit before taxation                                                                                                                      1,287
 Taxation                                                                                                                                    (1,449)
 Loss for the period from continuing operations                                                                                              (162)
 Discontinued operations
 Profit for the period from discontinued operations                                                                                          616
 Profit for the period                                                                                                                       454

 

 

                                                     India       Turkey                                               Central Functions      Total

                                                                             Blink

                                                                                         UK & Rest of World
 Six months ended 30 June 2021 (Unaudited)           £'000       £'000       £'000       £'000                        £'000                  £'000
 Continuing operations (Restated*(,) **)
 Revenue - external sales                            53,044      1,833                                                -                      65,670

                                                                             137         10,656
 Segmental EBITDA                                    3,835       421         (120)                                    (2,584)                2,738

                                                                                         1,186
 Share of loss in joint venture                                                                                                              (119)
 EBITDA                                                                                                                                      2,619
 Depreciation and amortisation                                                                                                               (1,442)
 Exceptional items                                                                                                                           (1,489)
 Operating loss                                                                                                                              (312)
 Investment revenues                                                                                                                         112
 Finance costs                                                                                                                               (289)
 Loss before taxation                                                                                                                        (489)
 Taxation                                                                                                                                    (1,136)
 Loss for the period from continuing operations                                                                                              (1,625)
 Discontinued operations
 Profit for the period from discontinued operations                                                                                          2,901
 Profit for the period                                                                                                                       1,276

* Restated to reflect China as a discontinued operation. See note 2. **
Restated to reflect new operating segments. See note 2.

                                                     India        Turkey                                               Central Functions      Total

Blink

                                                                                          UK & Rest of World
 Year ended 31 December 2021 (Audited)               £'000        £'000       £'000       £'000                        £'000                  £'000
 Continuing operations (Restated**)
 Revenue - external sales                            119,273      3,568                                                -                      143,625

                                                                              319         20,465
 Segmental EBITDA                                    7,830        849                                                  (4,192)                7,713

                                                                              (254)       3,480
 Share of loss in joint venture                                                                                                               (189)
 EBITDA                                                                                                                                       7,524
 Depreciation and amortisation                                                                                                                (2,995)
 Exceptional items                                                                                                                            (1,628)
 Operating profit                                                                                                                             2,901
 Investment revenues                                                                                                                          223
 Finance costs                                                                                                                                (358)
 Other gains and losses                                                                                                                       1,459
 Profit before taxation                                                                                                                       4,225
 Taxation                                                                                                                                     (3,707)
 Profit for the period from continuing operations                                                                                             518
 Discontinued operations
 Profit for the period from discontinued operations                                                                                           2,490
 Profit for the period                                                                                                                        3,008

** Restated to reflect new operating segments. See note 2.

 

 

Segmental assets (Restated**)

 

                                             30 June 2022      30 June 2021 (Restated*)      31 December 2021
                                             £'000             £'000                         £'000
                                             (Unaudited)       (Unaudited)                   (Audited)

 India                                       31,098            29,731                        29,252
 Turkey                                      1,849             1,871                         1,754
 Blink                                       360               472                           406
 UK & Rest of World                          13,012            13,619                        12,927
 Central Functions                           3,793             1,539                         6,318
 Total segment assets                        50,112            47,232                        50,657
 Assets relating to discontinued operations  -                 717                           478
 Unallocated assets                          2,797             1,104                         2,825
 Consolidated total assets                   52,909            49,053                        53,960

 

* Restated to reflect China as a discontinued operation. See note 2. **
Restated to reflect new operating segments. See note 2.

 

Goodwill, deferred tax assets, equity investment and investment in joint
venture are not allocated to segments.

 

 

Capital expenditure (Restated**)

 

                         Other intangible assets
                         6 months ended 30 June 2022         6 months ended 30 June 2021         Year ended

                                                                                                 31 December 2021
                         £'000                               £'000                               £'000
                         (Unaudited)                         (Unaudited)                         (Audited)
 Continuing operations
 India                   949                                 267                                 712
 Turkey                  -                                   1                                   -
 Blink                   72                                  99                                  151
 UK & Rest of World      127                                 102                                 460
 Central Functions       5                                   287                                 47
 Total additions         1,153                               756                                 1,370

 

** Restated to reflect new operating segments. See note 2.

 

In the period to 30 June 2022 £985,000 (30 June 2021: £636,000, 31 December
2021: £1,192,000) of the total other intangible asset additions related to
internally generated software assets in development. These reflect the
capitalisation of staff and contractor costs in IT development projects.

 

Timing of revenue recognition

The Group derives revenue from the transfer of goods and services over time
and at a point in time as follows:

 

                                     6 months ended 30 June 2022    6 months ended 30 June 2021

                                                                    (Restated*)                    Year ended 31 December 2021
                                     £'000                          £'000                          £'000
                                     (Unaudited)                    (Unaudited)                    (Audited)
 Continuing operations
 At a point in time                  68,739                         56,421                         126,606
 Over time                           9,029                          9,249                          17,019
 Revenue from continuing operations  77,768                         65,670                         143,625
 Discontinued operations             114                            1,785                          2,464
 Total revenue                       77,882                         67,455                         146,089

* Restated to reflect China as a discontinued operation. See note 2.

 

Information about major customers

 

Revenue from customers of one business partner in our India segment
represented approximately £49,825,000 (H1 2021: £36,156,000; year ended 31
December 2021: £84,159,000) of the Group's total revenue.

 

 

4 Exceptional items

 

                                                                      6 months ended 30 June 2022      6 months ended 30 June 2021    Year ended 31 December 2021
                                                                      £'000                            £'000                          £'000
                                                                      (Unaudited)                      (Unaudited)                    (Audited)

 Restructuring costs                                                  497                              1,489                          1,628
 Exceptional charge included in operating profit                      497                              1,489                          1,628
 Other gains and losses - gain on reclassification of investment      -                                -                              (1,459)
 Total exceptional charge included in profit before tax               497                              1,489                          169
 Tax on exceptional items                                             -                                (137)                          (171)
 Total exceptional charge/(gain) after tax                            497                              1,352                          (2)

 

Restructuring costs of £497,000 primarily relate to settlement costs in
exiting the former CEO and redundancy costs in the UK MGA as the business
moves to closure. The prior year restructuring costs relates to wide-scale
operational changes or closure activities in Spain, Mexico, Malaysia, Blink
and Head Office, as well as closure of the Malaysian operations. The charges
recognised are primarily settlement or redundancy costs.

 

5 Taxation

The tax charge is calculated by aggregating the tax arising in each
jurisdiction based on estimated profits chargeable to corporation tax and
withholding taxes arising in H1 2022 at the local statutory rate of tax. This
leads to a tax charge on continuing operations of £1.4 million (H1 2021
restated: £1.1 million; year ended 31 December 2021: £3.7 million)
reflecting the charges arising in India, Turkey and our European markets.
These tax charges result in an effective tax rate (ETR) at the half year of
113% (H1 2021 restated: negative 232%; year ended 31 December 2021: 88%).

 

The corporate income tax in our profitable overseas jurisdictions is higher
than the current UK corporate income tax rate of 19% and, in addition, there
are withholding taxes applied to funds repatriated from our overseas
operations which further increases the ETR. Profits generated from our UK
operations are expected to be covered by group relief from losses arising in
other UK entities.

 

The Mini-Budget on 23 September 2022, announced a reversal of the planned
increase in April 2023 to 25% of the corporate income tax rate in the UK. The
rate will now remain at its current level of 19%. This change has not been
substantively enacted at the balance sheet date, and as a result deferred tax
balances continue to be measured at 25%. The reversal is not expected to have
a material impact on the financial statements.

 

The Group's forecast ETR for the full year is notably higher than the UK
corporate income tax rate due to losses principally in Blink and the UK, which
coupled with the one-time exceptional restructuring charges will reduce the
overall Group profit before tax to a level that is lower than the tax charges
recognised in our profitable markets. The strategic refocus and restructuring
activity undertaken in 2022 is expected to alleviate this position and enable
a progressive reduction in the Group's ETR over the longer-term.

 

 

6 Dividends

                                                                            6 months ended 30 June 2022      6 months ended 30 June 2021    Year ended 31 December 2021
                                                                            £'000                            £'000                          £'000
                                                                            (Unaudited)                      (Unaudited)                    (Audited)

 Interim dividend for the year ended 31 December 2021 of 5 pence            -                                -                              441
 Final dividend for the year ended 31 December 2021 of 7.5 pence (2020: 25  663                              2,188                          2,188
 pence)
                                                                            663                              2,188                          2,629

 

The Directors have not proposed an interim dividend for 2022.

 

 

7 (Loss)/earnings per share

 

Basic and diluted (loss)/earnings per share (EPS) has been calculated in
accordance with IAS 33 Earnings per share. Underlying (loss)/earnings per
share, which excludes exceptional items, has also been presented in order to
give a better understanding of the performance of the business. In accordance
with IAS 33, potential ordinary shares are only considered dilutive when their
conversion would decrease the EPS or increase the loss per share attributable
to equity holders. Consequently, options are not dilutive on continuing
operations in the period and therefore, in accordance with IAS 33, have not
been treated as dilutive on discontinued operations or total EPS. The diluted
(loss)/earnings per share is therefore equal to the basic (loss)/earnings per
share in the six months ended 30 June 2022.

 

                                                                                                                         Continuing operations                      Discontinued operations                       Total

 Six months ended 30 June 2022 (Unaudited)
 (Loss)/earnings                                                                                                         £'000                                      £'000                                         £'000

 (Loss)/earnings for the purposes of basic and diluted (loss)/earnings per                                               (362)                                      616                                           254
 share
 Exceptional items (net of tax)                                                                                          497                                        (657)                                         (160)
 Earnings/(loss) for the purposes of underlying basic and diluted                                                        135                                        (41)                                          94
 earnings/(loss) per share

 Number of shares                                                                                                                                                                                                 Number
                                                                                                                                                                                                                  (thousands)
 Weighted average number of ordinary shares for the purposes of basic and                                                                                                                                         8,843
 diluted (loss)/earnings per share and basic underlying earnings/(loss) per
 share
 Effect of dilutive ordinary shares: share options                                                                                                                                                                57
 Weighted average number of ordinary shares for the purposes of diluted                                                                                                                                           8,900
 underlying earnings/(loss) per share

 (Loss)/earnings per share                                                                                                            Continuing operations                       Discontinued operations                 Total
                                                                                                                                      Pence                                       Pence                                   Pence
 Basic and diluted (loss)/earnings per share                                                                                          (4.09)                                      6.96                                    2.87

 Basic and diluted underlying earnings/(loss) per share                                                                               1.53                                        (0.46)                                  1.07

 

                                                                                                Continuing operations      Discontinued operations      Total

 Six months ended 30 June 2021 (Unaudited) (Restated*)
 (Loss)/earnings                                                                                £'000                      £'000                        £'000

 (Loss)/earnings for the purposes of basic and diluted (loss)/earnings per                      (1,888)                    2,901                        1,013
 share
 Exceptional items (net of tax)                                                                 1,352                      (2,641)                      (1,289)
 (Loss)/earnings for the purposes of underlying basic and diluted                               (536)                      260                          (276)
 (loss)/earnings per share

 

 

 Number of shares                                                                                             Number
                                                                                                              (thousands)
 Weighted average number of ordinary shares for the purposes of basic and                                     8,770
 diluted (loss)/earnings per share and underlying (loss)/earnings per share

 

 (Loss)/earnings per share                                                  Continuing operations      Discontinued operations      Total
                                                                            Pence                      Pence                        Pence
 Basic and diluted (loss)/earnings per share                                (21.53)                    33.08                        11.55

 Basic and diluted underlying (loss)/earnings per share                     (6.11)                     2.96                         (3.15)

 

 * Restated to reflect China as a discontinued operation.                                                       Continuing operations      Discontinued operations      Total

 Year ended 31 December 2021 (Audited)
 Earnings                                                                                                       £'000                      £'000                        £'000

 Profit for the purposes of basic and diluted earnings per share                                                75                         2,490                        2,565
 Exceptional items (net of tax)                                                                                 (2)                        (2,399)                      (2,401)
 Profit for the purposes of underlying basic and diluted earnings per share                                     73                         91                           164

 Number of shares                                                                                                                                                       Number
                                                                                                                                                                        (thousands)
 Weighted average number of ordinary shares for the purposes of basic earnings                                                                                          8,796
 per share and basic underlying earnings per share
 Effect of dilutive ordinary shares: share options                                                                                                                      225
 Weighted average number of ordinary shares for the purposes of diluted                                                                                                 9,021
 earnings per share and diluted underlying earnings per share

 Earnings per share                                                                                             Continuing operations      Discontinued operations      Total
                                                                                                                Pence                      Pence                        Pence
 Basic earnings per share                                                                                       0.85                       28.31                        29.16
 Diluted earnings per share                                                                                     0.83                       27.60                        28.43

 Basic underlying earnings per share                                                                            0.83                       1.03                         1.86
 Diluted underlying earnings per share                                                                          0.81                       1.01                         1.82

 

 

8 Discontinued operations

On 27 January 2022, the Group completed the sale of its 100% shareholding in
CPP Asia Limited and its wholly owned subsidiary CPP Technology Services
(Shanghai) Co. Ltd (together "China"). Consideration on disposal was HKD 1.

 

In the prior period, on 17 May 2021, the Group completed the sale of its 100%
shareholding in CPP Creating Profitable Partnerships GmbH ("Germany"). The
final consideration on disposal was £2,366,000 (€2,752,000).

 

In accordance with IFRS 5 Non-current assets held for sale and discontinued
operations this operation has been presented as a discontinued operation.

 

Profit from discontinued operations comprises the following:

 

 Six months ended 30 June 2022                  China
                                                £'000
                                                (Unaudited)

 Revenue                                        114
 Cost of sales                                  (33)
 Gross profit                                   81
 Administrative expenses                        (114)
 EBITDA and operating profit                    (33)
 Finance costs                                  (8)
 Loss before taxation                           (41)
 Taxation                                       -
 Loss after taxation                            (41)
 Profit on disposal                             657
 Total profit                                   616

 

 Six months ended 30 June 2021  Germany          China          Total
                                £'000            £'000          £'000
                                (Unaudited)      (Unaudited)    (Unaudited)

 Revenue                        1,062            723            1,785
 Cost of sales                  (430)            (306)          (736)
 Gross profit                   632              417            1,049
 Administrative expenses        (4)              (796)          (800)
 EBITDA and operating profit    628              (379)          249
 Finance costs                  33               8              41
 Profit/(loss) before taxation  661              (371)          290
 Taxation                       (30)             -              (30)
 Profit/(loss) after taxation   631              (371)          260
 Profit on disposal             2,641            -              2,641
 Total profit                   3,272            (371)          2,901

 

 Year ended 31 December 2021    Germany        China        Total
                                £'000          £'000        £'000
                                (Audited)      (Audited)    (Audited)

 Revenue                        1,062          1,402        2,464
 Cost of sales                  (430)          (547)        (977)
 Gross profit                   632            855          1,487
 Administrative expenses        -              (1,649)      (1,649)
 EBITDA and operating profit    632            (794)        (162)
 Finance costs                  33             67           100
 Profit/(loss) before taxation  665            (727)        (62)
 Taxation                       (30)           -            (30)
 Profit/(loss) after taxation   635            (727)        (92)
 Profit/(loss) on disposal      2,654          (72)         2,582
 Total profit/(loss)            3,289          (799)        2,490

 

Operating results for the six months ended 30 June 2022 reflect the trading
performance of China up to the date of disposal, being 27 January 2022.
Comparative information reflects a complete six months and 12 months
respectively. Prior to disposal China was part of the UK & ROW segment. In
the prior periods, Germany is included up to the date of disposal on 17 May
2021.

 

The Group has recognised a profit on disposal as follows:

                                               6 months ended 30 June 2022      6 months ended 30 June 2021    Year ended 31 December 2021

(China)
(Germany)
(Germany and China)

                                               £'000                            £'000                          £'000
                                               (Unaudited)                      (Unaudited)                    (Audited)
 Proceeds                                      -                                2,353                          2,366
 Net (assets)/liabilities sold                 (424)                            284                            284
 Costs associated with disposal                -                                -                              (72)
 Currency translation differences on disposal  1,081                            4                              4
 Profit on disposal                            657                              2,641                          2,582

 

 

9 Share capital

 

Share capital at 30 June 2022 is £24,254,000 (30 June 2021: £24,232,000; 31
December 2021: £24,243,000). To satisfy share option exercises in the six
month period to 30 June 2022 the Company has issued 11,069 £1 ordinary shares
for a total equity value of £11,000 and cash consideration of £6,000.

 

The total number of ordinary shares in issue at 30 June 2022 is 8,844,267 of
which 8,839,268 are fully paid and 4,999 are partly paid.

 

 

10 Reconciliation of operating cash flows

 

                                                          6 months ended 30 June 2022      6 months ended    Year ended

                                                                                           30 June 2021      31 December 2021
                                                          £'000                            £'000             £'000
                                                          (Unaudited)                      (Unaudited)       (Audited)

 Profit for the period                                    454                              1,276             3,008
 Adjustments for:
 Depreciation and amortisation                            1,260                            1,584             3,111
 Share-based payment (credit)/charge                      (248)                            226               (64)
 Impairment loss on right-of-use assets                   -                                -                 48
 Impairment loss on intangible assets                     -                                -                 176
 Impairment loss on property, plant and equipment         -                                -                 3
 Loss on disposal of intangible assets                    175                              -                 -
 Loss on disposal of property, plant and equipment        42                               4                 26
 Profit on disposal of discontinued operations            (657)                            (2,641)           (2,582)
 Share of loss of joint venture                           -                                119               189
 Effects of hyperinflation                                (69)                             -                 -
 Investment revenues                                      (176)                            (112)             (224)
 Finance costs                                            281                              247               259
 Other gains and losses                                   -                                -                 (1,459)
 Income tax charge                                        1,449                            1,166             3,737

 Operating cash flows before movement in working capital  2,511                            1,869             6,228
 (Increase)/decrease in inventories                       (13)                             (4)               40
 (Increase)/decrease in contract assets                   (148)                            569               354
 (Increase)/decrease in receivables                       (1,810)                          2,099             1,672
 Increase/(decrease) in payables                          1,404                            (3,061)           (636)
 Decrease in contract liabilities                         (30)                             (867)             (276)

 Cash from operations                                     1,914                            605               7,382

 Income taxes paid                                        (2,241)                          (907)             (2,820)

 Net cash (used in)/from operating activities             (327)                            (302)             4,562

 

 

11 Related party transactions

 

Transactions with associated undertakings

 

In the six months to 30 June 2022, the Group incurred fees of £8,000 plus VAT
(30 June 2020: £4,000 and year ended 31 December 2020: £8,000) for services
rendered from KYND, which was payable under 14 day credit terms. The creditor
balance at 30 June 2022 was £nil (30 June 2021: £nil, 31 December 2021:
£1,000).

 

Transactions with related parties

 

On 27 January 2022, the Group completed the sale of China to T-Link Holdings
Limited ("T-Link") for nominal cash consideration of HK$1. As part of the
Disposal, the Group made a working capital cash injection into China
of £0.5 million.

 

The majority shareholder of T-Link is Wilson Chan, the CEO of China. The
terms of the Disposal reflect the ongoing cash losses and investment
requirements of China. The Board concluded that sale of the business to T-Link
rather than a closure was both the least costly for the Group and the right
option for all stakeholders, enabling the Group to focus on its core markets
while ensuring in China the smooth transition of colleagues and continuity
of service to partners and their customers.

 

As Wilson Chan is CEO of China and a majority shareholder in T-Link, the
Disposal constitutes a related party transaction. The Directors consider,
having consulted with the Company's nominated adviser, Liberum Capital
Limited, that the terms of the Disposal are fair and reasonable insofar as the
Company's shareholders are concerned.

 

Remuneration of key management personnel

 

The remuneration of the Directors and Senior Management Team, who are the key
management personnel of the Group, is set out below:

 

                                         6 months ended    6 months ended    Year ended

                                         30 June 2022      30 June 2021      31 December 2021
                                         £'000             £'000             £'000
                                         (Unaudited)       (Unaudited)       (Audited)

 Short-term employee benefits            858               1,024             1,788
 Post-employment benefits                25                41                74
 Termination benefits                    300               203               203
 Share-based payments                    (195)             108               (65)

                                         988               1,376             2,000

 

 

12 Events after the balance sheet date

 

Transactions with related parties

 

In July 2022, the Group agreed to amend the Globiva Shareholder Agreement
(SHA) and certain other arrangements. The Group holds a 51% majority interest
in Globiva, with the other 49% of share beneficially owned by the three
founders. CPP agreed to provide additional funding of £0.5 million through an
existing repayable interest-bearing loan which was utilised to make a one-time
compensation payment to the Globiva founders. The SHA further entitled, upon
achievement of certain performance targets, the Globiva founders to either a
cash payment or to buyback of 10% of the ordinary shares in Globiva from CPP.
Under the amended arrangements, the Globiva founders will, on meeting
performance targets, buyback 10% of the ordinary shares, however in the normal
course of business, this cannot be triggered until 1 January 2026 at the
earliest.

 

The compensation payment to the Globiva founders, who are also Directors of
Globiva, along with the other arrangements constitute a related party
transaction under AIM Rule 13. The Directors of CPP Group consider, having
consulted with the Company's nominated adviser, Liberum Capital Limited, that
the terms of the transaction are fair and reasonable insofar as the Company's
shareholders are concerned.

 

 

 

 

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