REG - Jaywing PLC - Interim Results
19/12/2024 07:00
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RNS Number : 6648Q Jaywing PLC 19 December 2024
Certain information contained within this Announcement is deemed by the
Company to constitute inside information as stipulated under the UK Market
Abuse Regulation ("MAR") as applied in the United Kingdom. Upon publication of
this Announcement, this information is now considered to be in the public
domain.
19 December 2024
Jaywing plc
("Jaywing" or "the Company")
Interim Results September 2024
Jaywing plc (AIM: JWNG), the Data Science and Marketing business, with
operations in the UK and Australia, today announces its interim results for
the six months ended 30 September 2024 ("H1").
Financial highlights
6 months to 6 months to Change
30 September 2024 30 September 2023
£'000 £'000 %
Revenue 9,452 11,107 (14.9%)
Adjusted EBITDA((1)) (88) 1,311 (106.7%)
Loss after tax for the period (2,537) (1,688)
Cash Generated from Operations 102 (123)
Net Debt (excluding IFRS 16) ((2)) (14,770) (11,925)
Reconciliation of Operating Profit/(Loss) with Adjusted EBITDA
6 months to 6 months to
30 September 2024 30 September 2023
£'000 £'000
Operating Loss (1,363) (537)
Add Back:
Depreciation 109 119
Depreciation of right of use assets 334 313
Amortisation of intangibles 232 227
EBITDA (688) 122
Restructuring charges 604 1,189
Share based payment charge (4) -
Adjusted EBITDA((1)) (88) 1,311
Adjusted EBITDA margin (0.9%) 11.8%
( )
Contributions by Operating Unit
( )
6 months to 6 months to Change
30 September 2024 30 September 2023 %
£'000 £'000
Revenue
UK Agency 4,412 4,634 (4.8%)
UK Consulting 1,495 3,056 (51.0%)
Australia 3,545 3,417 3.7 %
Group total 9,452 11,107 (14.9%)
Contribution
UK Agency 1,163 1,375 (15.4%)
UK Consulting (135) 1,220 (111.1%)
Australia 1,022 1,178 (13.2%)
Group Total 2,050 3,773 (45.7%)
Contribution Margin 21.7% 34.0% (36.2%)
Adjusted EBITDA((1))
UK Agency 208 231 (10.0%)
UK Consulting (451) 881 (151.2%)
Australia 556 702 (20.8%)
Head office costs (402) (502) (19.9%)
Group total (88) 1,311 (106.7%)
((1)) Adjusted EBITDA represents EBITDA before restructuring charges arising
from cost saving actions taken in FY25 and share based payment charges
((2)) Including accrued interest
Operational Highlights
· Group Revenue down 14.9% to £9,452k, driven almost entirely by a
weak first half performance in UK Risk Consultancy.
· Adjusted Group EBITDA down by 106.7% at £(88k).
· Australia underwent a period of investment in staff and related
costs associated with a second office opening in Melbourne which impacted H1
results. The benefit of this investment is expected to deliver stronger growth
in H2.
· New business wins in H1 across all divisions are expected to
deliver a stronger second half performance notwithstanding that business
confidence in the UK is fragile.
· Ongoing focus on UK cost and cash saving efficiencies including
the recent exit from the Company's Sheffield lease to assist operating cash
flow generation.
Commenting on the results, David Beck, Executive Chairman of Jaywing Plc,
said:
Following the Board and management changes at the beginning of the financial
year we have continued to restructure the UK business to bring its cost base
in line with its underlying revenues. We have recently exited the lease on our
Sheffield office, which has been a significant factor in helping us deliver
total annualised cost savings in the UK business of over £1m over the past
year. The UK market for our services remains challenging and we have
reorganised and simplified the structure of our UK operations into two main
operating units and tightened the focus of their respective market
propositions and revenue generation capacity.
We have invested in our growing Australian business with the opening of a new
office in Melbourne and an increase in staff to service a burgeoning client
roster. We have also been successful in winning new business in other APAC
territories beyond Australia.
Australia
Jaywing Australia has seen consistent and pleasing revenue growth after a very
strong FY24 that saw revenue growth of 28% for the full year, under constant
currency. We have continued to build on our significant wins of OES, New
Balance and Crocs with all having higher revenues than the previous half year
as well as key wins that will flow through to H2 with a stronger end to the
year expected. The EBITDA is slightly down on a strong prior year as we ramped
up our delivery capability to service the new business won with a step up in
monthly revenue expected in the second half of FY25.
UK Agency
The UK Agency results reflect industry wide headwinds, most notably clients
delaying or reducing spend and longer onboarding periods for new clients
beginning to deliver revenue. These factors have led to a reduction in
year-on-year revenue of 4.8% despite good client wins including Yorkshire Tea
and OES.
Despite the industry wide headwinds, the Agency has been able to hold Adjusted
EBITDA broadly flat year-on-year as we continue to keep a close control on
costs including the re-location from our Sheffield office. UK Agency EBITDA
per head in the first half was up 25% to £41k.
Decision (our AI-based PPC automation tool) operates within Agency and
continues to build, with 14 clients on the platform. It has had particular
success for its brand bidding module, which automates bidding on PPC brand
search terms to deliver optimum efficiency in paid versus organic search, with
demonstrable saving in costs to its clients.
Our heritage in data and AI is well placed in the market and the launch of our
Accelerator Lab, which is a hub for cutting-edge AI and data science and is
designed to transform data into actionable insights. It brings together data
scientists, AI experts, and strategists to develop innovative solutions for
modern business challenges. We are continuing to build the client base for our
existing suite of award-winning AI-based tools, and continue to bring others
to the market, most notably "Comprehend" which enhances organic search
performance.
UK Risk Consulting
Whilst we remain confident in the potential of the Risk Consulting sector
going forward, the first half year was extremely challenging and delivered a
disappointing revenue performance, despite good wins with Northern Trains and
Trustly. Several key customer contracts came to an end and new business was
slower to come on stream than we had anticipated.
We continue to highlight the advantages of our proprietary tech, most notably
Archetype (our AI modelling tool that helps to predict customer behaviour) is
gaining traction with customers who are keen to better understand and take
advantage of our AI based solutions. We have enhanced our team through the
appointment of a new Senior Strategic Partner. We have already seen an
improvement in trading since the end of H1 and we now have a strong pipeline
of opportunities which give us confidence in our expectations of a much better
second half performance. Our risk consultants and analysts continue to provide
a fast-paced, flexible and high-quality service that competes strongly in this
market sector.
Head Office
Head Office costs consist of Board salaries and fees, listing costs, audit and
insurance fees and have been reduced by 20% following changes made to the
Executive Board in May 2024 with a continued focus on efficiency.
Net Debt and Cash Flow
Net debt increased by £1,808k since 31 March 2024 to £14,770k as at 30
September 2024, due to an increase in funding and compounding of interest.
During the reporting period the existing loan facility was increased by
£1,030,000, which included an arrangement fee of £30,000 payable to the
Lenders. These funds were drawn down in two equal tranches in May and June.
Working capital continues to be closely managed with debtor days for the Group
increasing slightly from 45 days at the year end, to 47 days.
People
Jaywing has an extraordinarily committed and collaborative group of employees
in both the UK and Australia, which is a key factor in enabling us to work
through this challenging period and obtain our Great Places to Work
certification. Jaywing remains committed to talent thriving and has invested
in Leadership Development training and developing our Equality, Diversity and
Inclusion practices. We have successfully merged several agency teams together
to find better and more integrated solutions for clients. I would like to
thank all our employees for their continuing contribution and support.
Outlook
We expect the impact of our focus on costs will begin to be felt in the second
half of the financial year, when combined with recent new business wins in our
Australian business in particular, we anticipate an materially improved second
half performance. The UK market remains challenging against a backdrop of
sluggish UK economic growth, and wider geopolitical uncertainties contributing
to business confidence being slow to recover, although there is a healthy
pipeline of opportunities in both Agency and Consulting for the second half of
the year.
The company's cash position remains tight and is likely to continue to be so
for the remainder of the financial year. If the second half of the current
financial year delivers, as we currently anticipate we expect the business to
become increasingly cash generative. Our new business pipelines and steps
taken to rationalise the go to market strategy and cost base give cause for a
degree of optimism.
Enquiries:
Jaywing plc
David Beck - Executive Chairman Tel: 0333 370 6500
Christopher Hughes -CFO/COO
Spark Advisory Partners Limited
Matt Davis / James Keeshan Tel: 020 3368 3552
Consolidated statement of comprehensive income
Unaudited Unaudited Audited
Six months ended Six months ended year ended
30 Sept 2024 30 Sept 2023 31 March 2024
Note £'000 £'000 £'000
Revenue 4 9,452 11,107 21,454
Other operating income 6 9 33
Operating expenses (10,821) (11,653) (21,946)
Operating loss (1,363) (537) (459)
Finance costs (1,073) (859) (1,917)
Loss before tax (2,436) (1,396) (2,376)
Tax expense (101) (292) (26)
Loss after tax for the period (2,537) (1,688) (2,350)
Loss for the period is attributable to:
Owners of the parent (2,537) (1,688) (2,350)
(2,537) (1,688) (2,350)
Other comprehensive income
Items that will be reclassified subsequently to profit or loss
Exchange differences on retranslation of foreign operations 7 16 (118)
Total comprehensive loss for the period (2,530) (1,672) (2,468)
Total comprehensive loss is attributable to:
Owners of the parent (2,530) (1,672) (2,468)
(2,530) (1,672) (2,468)
Loss per share 5
Basic loss per share (2.72p) (1.81p) (2.52p)
Diluted loss per share (2.72p) (1.81p) (2.52p)
Consolidated balance sheet
Unaudited Unaudited Audited
30 Sept 2024 30 Sept 2023 31 March 2024
£'000 £'000 £'000
Assets
Non-current assets
Property, plant and equipment 6 3,063 3,647 3,266
Goodwill 10,476 10,602 10,476
Deferred tax asset 916 620 916
Other intangible assets 7 1,658 1,983 1,796
16,113 16,852 16,454
Current assets
Trade and other receivables 4,186 5,013 3,929
Contract assets 471 826 330
Cash and cash equivalents 523 211 458
5,180 6,050 4,717
Total assets 21,293 22,902 21,171
Liabilities
Current liabilities
Borrowings 8 15,293 12,136 13,420
Trade and other payables 6,837 6,321 5,689
Contract liabilities 675 959 808
Lease liabilities 455 394 382
Tax liabilities 63 185 109
Provisions 9 123 552 -
23,446 20,547 20,408
Non-current liabilities
Lease liabilities 1,916 2,379 2,122
Provisions 9 620 570 570
Deferred tax liability 592 592 592
Trade and other payables 916 1,706 1,142
4,044 5,247 4,426
Total liabilities 27,490 25,794 24,834
Net liabilities (6,197) (2,892) (3,663)
Equity
Capital and reserves attributable to equity holders of the company
Share capital 10 34,992 34,992 34,992
Share premium 10,088 10,088 10,088
Capital redemption reserve 125 125 125
Shares purchased for treasury (25) (25) (25)
Foreign currency translation reserve (361) (234) (368)
Share option reserve 21 - 25
Retained earnings (51,037) (47,838) (48,500)
Total equity (6,197) (2,892) (3,663)
Consolidated cash flow statement
Unaudited Unaudited Audited
Six months ended Six months ended year ended
30 Sept 2024 30 Sept 2023 31 March 2024
£'000 £'000 £'000
Cash flow from operating activities
Loss after tax for the period (2,537) (1,688) (2,350)
Adjustment for:
Impairment of goodwill - - -
Share based payment (credit) / charge (4) - 25
Contingent consideration fair value adjustment - - (402)
Depreciation of property, plant, and equipment 109 119 237
Depreciation and impairment of right of use assets 334 313 626
Amortisation of intangibles 232 227 466
Financial costs 1,073 859 1,917
Taxation (credit) / expense 101 292 (26)
Operating cash flow before changes in working capital (692) 122 493
Operating cash flow before changes in working capital
(Increase)/Decrease in trade and other receivables (400) (1,139) 464
Increase/(Decrease) in trade and other payables 1,194 894 (570)
Cash generated from operations 102 (123) 387
Interest paid (103) - (138)
Tax paid (140) (101) (142)
Net cash (outflow)/inflow from operating activities (141) (224) 107
Cash flows from investing activities
Payment of deferred and contingent consideration (293) (187) (392)
Acquisition of intangibles (95) (85) (137)
Acquisition of property, plant, and equipment (75) (56) (106)
Net cash outflow from investing activities (463) (328) (635)
Cash flows from financing activities
Increase in borrowings 1,000 - 550
Repayment of lease liabilities (IFRS 16) (331) (326) (653)
Net cash (outflow)/inflow from financing activities 669 (326) (103)
Net decrease in cash, cash equivalents and bank overdrafts 65 (878) (631)
Cash and cash equivalents at beginning of period 458 1,089 1,089
Cash and cash equivalents at end of period 523 211 458
Cash and cash equivalents comprise:
Cash at bank and in hand 523 211 458
Consolidated statement of changes in equity
Share Capital Share Premium Account Capital Redemption Reserve Treasury Shares Foreign Share Option Reserve Retained Earnings Total Equity
Currency Translation Reserve
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 March 2023 34,992 10,088 125 (25) (250) - (46,150) (1,220)
(audited)
Loss for the period - - - - - - (2,350) (2,350)
Retranslation of foreign currency - - - - (118) - - (118)
Non-cash settled share based incentive plans - - - - - 25 - 25
Total comprehensive loss for the period - - - - (118) 25 (2,350) (2,443)
Balance at 31 March 2024 (audited) 34,992 10,088 125 (25) (368) 25 (48,500) (3,663)
Loss for the period - - - - - - (2,537) (2,537)
Retranslation of foreign currency - - - - 7 - - 7
Non-cash settled share based incentive plans - - - - - (4) - (4)
Total comprehensive loss for the period - - - - 7 (4) (2,537) (2,534)
Balance at 30 September 2024 (unaudited) 34,992 10,088 125 (25) (361) 21 (51,037) (6,197)
1. General Information
Jaywing plc (the "Company") is incorporated and domiciled in the United
Kingdom. The Company is listed on the AIM market of the London Stock Exchange.
The registered address is Globe Point, Third Floor, 1 Globe Road, Leeds,
England, LS11 5FD.
The interim financial information was approved for issue on 18 December 2024.
2. Basis of preparation
The consolidated interim financial statements for the six months ended 30
September 2024, which are unaudited, have been prepared in accordance with
applicable accounting standards and under the historical cost convention
except for certain financial instruments that are carried at fair value.
The financial information for the year ended 31 March 2024 set out in this
interim report does not constitute statutory accounts as defined in Section
434 of the Companies Act 2006. The Group's statutory financial statements
for the year ended 31 March 2024 have been filed with the Registrar of
Companies. The auditor's report on those financial statements was
unqualified and did not contain statements under Section 498 (2) or Section
498 (3) of the Companies Act 2006.
The consolidated interim financial information should be read in conjunction
with the annual financial statements for the year ended 31 March 2024, which
have been prepared and approved by the Directors in accordance with UK-adopted
International accounting standards in conformity with the Companies Act 2006.
The Consolidated Financial Statements have been prepared under the historical
cost convention, except for revaluation of any assets and liabilities carried
at fair value.
The Board continually assesses and monitors the key risks of the business. The
Board continues to consider the Group's profit and cash flow plans for at
least the next 12 months and runs forecasts and downside stress test
scenarios. These risks have not significantly changed from those set out in
the Company's Annual Report for the period ended 31 March 2024.
Based on the Group's cash flow forecasts and projections, the Directors are
satisfied that the Group has adequate resources to continue in operational
existence for the foreseeable future. In considering their position the
Directors have also had regard to letters of support in respect of the secured
debt received from each of the holders of that debt. The Group has continued
to adopt the going concern basis of accounting in preparing these interim
financial statements.
3. Accounting policies
The principal accounting policies of Jaywing plc and its subsidiaries ("the
Group") are consistent with those set out in the Group's 2024 annual report
and financial statements other than the new policies included below.
There were no new relevant Standards or Interpretations to be adopted for the
six months ended 30 September 2024.
Taxes on income in the interim periods are accrued using the tax rate that
would be applicable to expected total annual earnings.
3.1 Provisions
A provision is recognised in the balance sheet when the Group has a present
legal or constructive obligation as a result of a past event, and it is
probable that an outflow of economic benefits will be required to settle the
obligation. If the effect is material, provisions are determined by
discounting the expected future cash flows at a pre-tax rate that reflects
current market assessments of the time value of money and, where appropriate,
the risks specific to the liability.
3.2 Share-based payment transactions
The fair value of the CSOP & LTIP options have been taken as the market
price as at the grant date. The charge to profit or loss takes account of the
estimated number of shares that will vest. Where the options do not have any
market conditions attached, the number expected to vest is reassessed at each
reporting period. All share-based remuneration is equity-settled. Provision is
made for National Insurance when the Group is committed to settle this
liability. The charge to profit or loss takes account of the options expected
to vest, is deemed to arise over the vesting period, and is discounted.
4. Segment information
The Group reported its operations based on location of business (United
Kingdom & Australia).
Revenue, Contribution and Adjusted EBITDA by operating segments
Unaudited six months ended 30 Sept 2024 Unaudited six months ended 30 Sept 2023
£'000 £'000
Revenue
United Kingdom 5,907 7,690
Australia 3,545 3,417
9,452 11,107
Contribution (1)
United Kingdom 1,028 2,595
Australia 1,022 1,178
2,050 3,773
Adjusted EBITDA (2)
United Kingdom (467) 810
Australia 379 501
(88) 1,311
(1) Contribution is defined as Revenue less Direct Costs comprising of staff
and other costs directly attributable to the revenues of the respective
operating segments.
(2) Adjusted EBITDA represents Earnings Before Interest Tax, Depreciation
& Amortisation ('EBITDA') before restructuring costs and share based
payment charges.
5. Loss per share
Unaudited Six months ended Unaudited Six months Audited year
30 Sept 2024 ended ended
30 Sept 2023 31 March 2024
Pence per share Pence per share Pence per
Share
Basic loss per share (2.72p) (1.81p) (2.52p)
Diluted loss per share (2.72p) (1.81p) (2.52p)
6. Property, plant and equipment
Unaudited Unaudited Audited
30 Sept 2024 30 Sept 2023 31 March 2024
£'000 £'000 £'000
ROU assets: Buildings 2,626 3,085 2,722
Leasehold improvements 89 202 108
Office equipment 348 360 436
3,063 3,647 3,266
7. Other intangible assets
Unaudited Unaudited Audited
30 Sept 2024 30 Sept 2023 31 March 2024
£'000 £'000 £'000
Development costs 195 97 122
Intellectual property 1,463 1,886 1,674
1,658 1,983 1,796
8. Borrowings
Unaudited Unaudited Audited
30 Sept 2024 30 Sept 2023 31 March 2024
Summary £'000 £'000 £'000
Borrowings 15,293 12,136 13,420
15,293 12,136 13,420
Borrowings are repayable as follows:
Within 1 year
Borrowings 15,293 12,136 13,420
Total due within 1 year 15,293 12,136 13,420
In more than one year but less than two years - - -
Total amount due 15,293 12,136 13,420
Average interest rates at the balance sheet date were: % % %
Term loan 13.10% 9.77 12.36
As the loans are at variable market rates their carrying amount is equivalent
to their fair value.
The borrowings are repayable on demand and interest is calculated at 3-month
LIBOR plus a margin. Borrowings includes accrued interest.
The borrowings are secured by charges over all the assets of Jaywing and
guarantees and charges over all the assets of the various subsidiaries
(Jaywing UK Limited, Alphanumeric Limited, Gasbox Limited, Jaywing Central
Limited, Jaywing Innovation limited, Bloom Media (UK) Limited, Epiphany
Solutions Limited, Jaywing Pty Limited, Frank Digital Pty Limited).
Reconciliation of net debt* Cash and cash equivalents Borrowings Net debt
£'000 £'000 £'000
30 September 2024 (Unaudited)* 523 (15,293) (14,770)
31 March 2024 (Audited)* 458 (13,420) (12,962)
30 September 2023 (Unaudited) 211 (12,136) (11,925)
*Excluding lease liabilities and deferred consideration
9. Provisions
Unaudited Unaudited Audited
30 Sept 2024 30 Sept 2023 31 March 2024
£'000 £'000 £'000
Due in less than one year:
Restructuring provision 123 552 -
Due in greater than one year:
Dilapidations provision 620 570 570
The dilapidations provision of £620k has been recognised across the four
offices in the UK and Australia. The dilapidations provision will be settled
at the end of the lease period for the four offices, which is greater than one
year for all.
The restructuring provision of £123k has been recognised for the constructive
obligation of expenditure confirmed as part of the current year UK
restructuring process.
10. Share capital
Allotted, issued and fully paid
45p deferred shares 5p ordinary shares
Number Number £'000
Issued share capital at 31 March 2024, 30 September 2024 and 30 September 2023 67,378,520 93,432,217 34,992
11. Related party transactions
During H1 FY25 Jaywing increased its existing loan facility with the Company's
two lenders, DSC Investment Holdings Limited and Lombard Odier Asset
Management (Europe) Limited by £1,030,000, which included an arrangement fee
of £30,000 payable to the Lenders. The new funds were drawn down in two equal
tranches in May and June.
There were no other significant changes in the nature and size of related
party transactions for the period from those disclosed in the Annual Report
for the year ended 31 March 2024.
12. Employee benefits
On 13 April 2023, the Company granted 1,142,000 LTIP (Long Term Incentive
Plan) share options to Andrew Fryatt (CEO) and 4,640,000 CSOP (Company Share
Option Plan) options to certain senior employees of the Group. The total
number of Shares that can be acquired pursuant to options granted under the
LTIP and CSOP amounts to 5,782,000 Shares.
LTIP Options
The LTIP Options granted to Andrew Fryatt are subject to a minimum vesting
price of 10.0 pence per Share and an exercise price of 5.0 pence per Share.
The performance period for LTIP Options granted under the LTIP will typically
be four years commencing from the date of grant of the relevant LTIP Option.
However, in the case of Andrew Fryatt, in recognition of his service to the
Company since March 2020, 50% of the LTIP Options will vest and be exercisable
on or after the second anniversary of the date of grant, subject to and to the
extent that the performance conditions are met.
Except in the event of a change of control of the Company and in certain 'good
leaver' scenarios, LTIP Options may only be exercised after the expiry of the
performance period and to the extent that the relevant performance criterion
is met. Shares acquired on exercise of LTIP Options shall be subject to a
two-year holding period, during which time they cannot be sold, except in
certain circumstances including, but not limited to, the sale of Shares to
meet any tax liabilities arising upon exercise of the LTIP Options.
Upon Andrew Fryatt's resignation on the 13 May 2024, these LTIP options have
now lapsed.
CSOP Options
The market value CSOP Options were granted over a total of 4,640,000 Shares
with an exercise price of 5.0 pence per Share. The vesting period of the CSOP
Options shall be three years from the date of grant. Except in the event of a
change of control of the Company and in certain 'good leaver' scenarios, no
CSOP Options may be exercised prior to the expiry of the vesting period.
Shares acquired on exercise of the CSOP Options shall be subject to a holding
period of one year, during which time they cannot be sold, except in certain
circumstances including, but not limited to, the sale of Shares to cover the
exercise price payable upon exercise of the CSOP Options. No performance
conditions attach to the exercise of the CSOP Options.
Charge to the statement of comprehensive income
Under IFRS 2, the Group is required to recognise an expense in the relevant
Company and Group's Financial Statements. The expense is apportioned over the
vesting period based upon the number of options which are expected to vest and
the fair value of those options at the date of grant.
For the awards made, the Group commissioned an independent valuation and
adopted their findings.
Unaudited Unaudited Audited
30 Sept 2024 30 Sept 2023 31 March 2024
£'000 £'000 £'000
Share based compensation charge included in operating expenses (4) - 25
(4) - 25
13. Post balance sheet event
On 7 October 2024 Jaywing announced that it had increased its existing loan
facility with the Company's two lenders, DSC Investment Holdings Limited and
Lombard Odier Asset Management (Europe) Limited by £1,133,000, which includes
an arrangement fee of £33,000 payable to the Lenders. The additional capital
being lent by the two lenders is being provided on the same terms as the
existing Loan Facility and will be used for working capital purposes. This
constituted a related party transaction for the purposes of Rule 13 of the AIM
Rules for Companies.
On 3 December 2024 Jaywing announced that it had changed its registered office
from Albert Works, 71 Sidney Street, Sheffield, S1 4RG to Globe Point, Third
Floor, 1 Globe Road, LS11 5FD with effect from 4 December 2024. This change of
office was undertaken as part of cost saving measures for the business.
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