TPG.L Regulatory News (TPG)

17 April 2018

TP Group plc

("TP Group" or the "Company" or the "Group")

Final results for year ended 31 December 2017

TP Group (AIM: TPG), the specialist services and engineering group, announces its audited results for the year ended 31 December 2017.

2017 financial highlights

Revenue up 39% to £29.5m (2016: £21.2m)

· Converted strong order intake into revenue

· Added revenues from acquired companies

Adjusted EBITDA* up 142% to £2.6m (2016: £1.1m)

· Operational focus on improving margins and delivery performance

Operating loss £0.5m (2016: £0.3m)

· Includes business transformation costs of £0.7 million

· One-time impairment charge of £0.5 million

Closing cash of £21.9m (2016: £9.2m)

· £20.8m additional funding secured through equity raise

Order intake up 88% to £44.7m (2016: £23.8m)

· Concluded negotiations on long-term defence contracts

Closing Group order book up 89% to £32.1m (2016: £17.0m)

· Good visibility of future core business

2017 operational highlights

· Continued implementation of growth strategy across the business

· Strengthened management team

· Raised £20.8m to fund ambitious growth plans

· Invested in Advanced Manufacturing Centre (£1.3m)

· Completed two acquisitions in accordance with stated strategy

Andrew McCree, Non-Executive Chairman, commented:

"These are excellent results and underline the potential of the Group to work successfully within our established markets and technologies. The Group has made a successful start to implementing our ambitious growth plans. As we look forward, we see both organic and acquisitive growth opportunities."

Phil Cartmell, Chief Executive of TP Group, commented:

"The Group has responded strongly to trends in our core markets, with significant major orders in key programmes, growth in both revenue and adjusted EBITDA and a pathway to new technical propositions, new market areas and a wider international presence.

"With all that the Group has achieved in the last few years, the team and the platform we have built, and the range of opportunities laid out before us, we look forward to an exciting year ahead with confidence that we can continue to deliver on our plans."

* Adjusted EBITDA is defined as operating profit adjusted to add back depreciation of property, plant and equipment, amortisation and impairment of acquired tangible and intangible assets and any other acquisition-related charges, share based payment charges and non-operating items. Non-operating items are those items believed to be exceptional in nature by virtue of their size and or incidence. The directors believe this measure is more reflective of the underlying performance of the Group than equivalent GAAP measures. This is primarily due to the exclusion of non-cash items, such as share-based payments, impairment, depreciation and amortisation, as well as non-operating items. This provides shareholders and other users of the financial statements with the most representative year-on-year comparison. This measure and the separate components remain consistent with 2016.

For further information, please contact:

Notes to Editors

TP Group designs and develops advanced technologies, engineers complex equipment and systems, and provides support throughout their operational life. The Company's shares have been traded on AIM since July 2001.

Chairman's statement

"These are excellent results and underline the potential of the Group to work successfully within our established markets and technologies."

In last year's report I commented that we had created a strong platform for growth that benefits from our reputation for reliability and engineering excellence. Over the course of 2017 we have made good progress and I am pleased to report that the executive team has responded well to the challenges and opportunities for the Group. Revenue grew by 39% to £29.5m (2016: £21.2m), order intake almost doubled to £44.7m (2016: £23.1m) and Adjusted EBITDA rose to £2.6m (2016: £1.1m).

These results are underpinned by a business transformation led by the CEO, which has seen management strengthened, investment in facilities and the successful acquisition and integration of new businesses.

Fund-raising and acquisitions

The Group's strategy is to expand the business through a combination of organic growth and acquisitions. In practice, we will grow business with existing accounts while looking for acquisitions which will strengthen our position and enhance margins.

The process began with the acquisition of ALS Technologies Limited ("ALS") and Flexible Software Solutions Limited ("FSS") in February 2017.

In July 2017 we undertook an equity fundraising process that raised approximately £20.8 million net of expenses, from existing and new shareholders, to fund investment in acquisitions and organic growth initiatives.

Since the fundraising, we have completed one further transaction - the acquisition of Polaris Consulting Holdings Ltd. ("Polaris") for a maximum consideration of £3.5m which we announced on 13 December 2017. Polaris satisfied our business, technical and operational criteria and will further add to the Group's Services business capability.

Management has, throughout the year, been introduced to many acquisition opportunities from a number of sources. Market conditions, particularly in the defence sector, have put pressure on many SMEs that may have been potential acquisitions. The directors work carefully through the opportunities and enter into negotiations only where clear value and benefit is visible at a price that is appropriate to the interests of the Group and our investors.

The acquisition process continues, and shareholders will be notified of significant events as they occur.

Board changes

Phil Holland and Jeremy Warner-Allen joined the board in February 2017 as Non-Executive Directors. They bring a wealth of M&A, industry and capital markets expertise as we seek to capitalise on our acquisitions pipeline and execute our growth strategy.

Post year-end, Simon Kings stepped down from the Board and left the company. We wish him every success in his future endeavours.

Outlook

The Group has made a successful start in executing our ambitious plans for growth. As we look forward, we see both organic and acquisitive growth opportunities.

· Organic growth - with many long-term contracts already signed and with the prospect of more to come from both our UK and international customers, we have built our capabilities, and invested in our teams and facilities to capitalise on these exciting opportunities.

· Acquisition growth - the Group continues to engage on several acquisition opportunities. TPG has been selective in reviewing these opportunities and will act quickly on transactions that satisfy the directors' criteria to enhance the Group's offering and build shareholder value.

On behalf of the board I would like to thank the entire Group, including management and employees for their contribution to a successful performance in 2017, and for their commitment to delivering our goals over the next three years.

Chief Executive Officer's Strategic Review

"We have built a strong set of capabilities across the Group and our plan now is to build on our success and accelerate growth where it is available."

The Group has responded strongly to trends in our core markets, having secured significant major orders in key programmes. This has led to growth in both revenue and adjusted EBITDA and opened routes to new technical propositions, new market areas and a wider international presence.

The executive team has led and implemented a business transformation over the last few years that has delivered these financial results and set the business up for continued growth. Our focus now is to pursue this path through the delivery of premium services and engineering projects.

This means achieving organic growth through enhanced account management - continuing to deliver excellence in existing activities, doing more with our existing clients, building new account relationships and working in new sectors where our skills are transferrable.

We are also continuing to identify and evaluate suitable companies for acquisition that will add business volume, further capabilities, further customer relationships or any combination of these benefits.

The placing and open offer in July raised £20.8 million and was well supported by existing shareholders and also by new shareholders. The proceeds of the fundraising have supported internal investment programmes and an acquisition strategy that yielded its first successful conclusion with the purchase of Polaris in December 2017.

Positioning

The majority of our work is with selected high-end global prime contractors and end-users. We are an active player in the markets we serve, committed to understanding customer needs better than our competitors, rising to their challenges and leading them forward through innovation and excellent service.

We enjoy very good relationships with our global customer base that includes equipment end-users and also major prime contractors that deliver top-level contracts to the end-users. We consult widely with our customer base and their feedback has triggered much of our transformation around new leadership, and investment in people and facilities.

End users or operators are increasingly looking to us for long-term performance or management of their equipment. These are the relationships that provide steady activity over long periods and good revenue visibility to underpin the business through market fluctuations.

With the prime contractors we act as specialist contributors to their supply chain. This is an advantageous position because once we qualify as a preferred supplier or partner, we benefit from their outreach and continuing success. For example, European prime contractors build submarines for defence forces all over the world, they also work in other non-defence projects and it is our aim to grow into these areas with them. This leverage is an important part of our strategy to act on a global scale from our UK facilities.

A winning team

As always, it is through our people coming together that we can deliver excellent performance. As we focus our capabilities and apply them more widely than in the past, we have tested the creativity and enterprise of our teams. They have risen to this challenge in all areas of the business.

We simplified the internal structure by aligning sites under a common leadership within the Services and Engineering streams. This has created clearer reporting lines and stimulated closer co-operation between the teams under a common banner.

From this we have formalised an executive management team to be responsible for the hands-on running of the business and to provide greater opportunity to cross-sell the wider Group offerings. This in turn creates more capacity for the directors to work on acquisition and other strategic developments.

Acquisitions

Our acquisition strategy is to engage with technology and services businesses that operate in markets we know and understand. They should be additive to our existing offerings and help us to improve scale and margins. This approach delivered its first success early in the year with the purchase of ALS and FSS, followed in December by the acquisition of Polaris.

ALS, based in Wincanton, Somerset, provides systems engineering and assurance capability for mission support, flight control, combat systems and tactical information systems in the aerospace and defence markets. FSS, also based in Wincanton, develops safety-critical software for the defence and commercial sectors. Polaris, with bases in Fareham and Bristol, delivers technical consultancy including operational analysis, project controls and cost engineering services across the defence and security sectors, with additional activity in energy and transportation.

These acquisitions added scale to the Group's Services business and added significant new aviation activity.

As discussed in more detail below, we continue to review and assess acquisition opportunities that will both complement and/or add to the Group offering and enhance value. Shareholders will be informed of any significant developments in this regard.

Cross-Group integration

As the newly acquired businesses were brought into the Services team, we began to see the positive effects of combining front and back-office business capabilities and processes. This provides a template for future acquisitions.

Similarly, in TPG Engineering, Portsmouth and Manchester now share manufacturing capacity, quality processes and project management resources. Synergies are beginning to be realised, with fabrication tasks that the Portsmouth site would previously have bought from their supply chain being increasingly delivered by the Manchester facility.

We have also linked our business development resources across delivery centres. The combined propositions of the Group are now being offered to customers who previously may have known us for a single product or service offering.

A platform for success

During the first half of the year, we confirmed two large defence contracts, one to supply multiple atmosphere management systems and the other a framework contract for spares and support, which provides long-term revenue visibility. The breadth of these contracts demonstrates how our services extend beyond simple build and supply projects so that we also lock in future activities and revenue possibilities over the long-term use and performance of the equipment we work with.

The Group has also invested in manufacturing and inspection equipment to launch the Advanced Manufacturing Centre in Manchester. The AMC was set up initially to support the Group's contract with GE Oil & Gas (now Baker Hughes, a GE company) secured in December 2016. It is equipped with high precision, high capacity machining centres, metrology and manufacturing systems that will serve a wide range of opportunities in energy, defence and other high-integrity applications.

Our markets

We continue to see strong demand for our core products and services in the UK and overseas.

In the UK, we are active on certain critical protected programmes that are identified through the Government's ongoing refresh of the UK's Strategic Defence & Security Review of 2015. These programmes such as the new submarine replacement have been protected whilst other areas of the defence establishment are under increasing pressure with budgets severely cut.

We are also witnessing some modest recovery in the downstream oil and gas market and an ever-present focus on secure information and communications systems in both defence and civil government departments.

Delivering the strategy

In last year's annual report we committed to a growth strategy and have progressed this plan by pursuing further acquisitions to complement the organic growth opportunities that were visible within the existing business units. The typical profile of attractive companies is privately owned, successful yet constrained in some way and where the owners are seeking to realise value.

We have continued to pursue several acquisition opportunities in our target sectors of security, energy and aerospace. We have also expanded our search parameters as the traditional small defence contractors we have examined have either been struggling for performance, or, if successful, have carried very high valuations. Our strategy remains clear to make best use of the funds we have available and does not include pursuing recovery plays at this time.

The acquisition team has explored a wide range of engineering and services businesses in the UK, Europe and the United States. These businesses have spanned a number of sectors including space, aviation, complex control systems, transportation and cyber security. This activity will continue to identify suitable companies that will contribute to our growth plans.

Our next steps

As we look toward the year ahead we see a wide range of opportunities and increased market interest in what we are doing. Our goal is to capitalise fully on this buoyant position and so a number of actions have been planned:

· Pursue innovation in services and propositions to work creatively with our customers and realise the true value of our capability

· Communicate the breadth of our capabilities to demonstrate the potential value of working with TPG. This is important for business development, attracting talent though our recruitment and talking clearly to our investors

· Fully integrate the Polaris team to mobilise their skills to our wider customer base and add complementary resources to their activities

· Widen our geographic reach through agents in various territories opening their horizons to the greater range of capabilities across the Group and supporting them fully to carry these to large clients all around the world

· Acquire and integrate suitable businesses to the Group - there are interesting opportunities, but they must be carefully assessed to find suitable technical or operational alignment alongside leadership that shares our views and approaches, and of course at a sensible price

With all that the Group has achieved in the last few years, the team and the platform we have built, and the range of opportunities laid out before us, we look forward to an exciting year ahead with confidence that we can continue to deliver on our plans.

CFO's Financial and Business Review

"I am pleased to report that TP Group has continued to deliver growth and built an order book to secure future business volume. The Group made a profit on an Adjusted EBITDA basis of £2.6 million, more than double the 2016 result."

Following the refinement of the Group's strategy, the business has been managed through the year along two distinct business units, Consulting and Programme Services ("Services") and Engineering and Technology ("Engineering"). 

The principal activities of these business units comprise:

· Services - the provision of know-how and experience to add value in large and complex enterprises. Services include technical project management, systems engineering, design, software development and assurance. This segment, for 2017 revenue and Adjusted EBITDA, is a combination of the prior segments TPG Design & Technology, TPG Managed Solutions and the acquired businesses of ALS Technologies Ltd and Flexible Software Solutions Ltd., and will include Polaris in future periods.

· Engineering - activities include the design, manufacture, installation and support of complex equipment. These include air purification equipment for submarines including oxygen/hydrogen generation and purification, air handling and distribution systems, heat exchange equipment used in the heating and cooling of large scale industrial processes, and other fabricated structures. This segment is a combination of the prior segments TPG Maritime and TPG Engineering.

Operating Results

Group KPIs

2017 delivered significant improvement in all our KPIs, which reflects a balanced approach to strategic development alongside operational focus on the business fundamentals. The leadership has concentrated on generating demand for our resources, efficient execution of contracts, tight control of costs and continuous improvement throughout the business.

Revenue

Revenue increased by 39% to £29.5 million (2016: £21.2m), with growth in all parts of the business. Organic growth contributed more than half of this increase (£4.7m), the balance coming from acquisitions.

Engineering realised growth of 24% in revenues, driven by increased activity at both our Portsmouth and Manchester locations. We have benefitted from our role in protected long-term programmes for submarine build in the UK and our embedded position with international prime contractors delivering submarine programmes around the world. These relationships delivered major long-term contract wins that are converting to revenue at the intended rate.

Modest improvement in conditions in the downstream oil & gas and chemical processing sectors delivered additional orders and revenue to the Manchester facility.

Services revenues grew strongly through a combination of new contracts in the legacy defence consulting activity, new work outside defence in the Department of Transport and the addition of the acquired ALS and FSS businesses.

Adjusted EBITDA

Group Adjusted EBITDA increased by £1.5 million to £2.6 million, an increase of 142% on the 2016 result of £1.1 million. Organic growth contributed £1.4m of this increase, the balance coming from acquisitions.

In the Engineering business unit, revenue growth, executed at a consistent gross margin, delivered an improved Adjusted EBITDA position of £4.5 million (2016: £3.2 million).

Strong performance in our UK and overseas defence sector projects has been tempered slightly by weaker results from our activity in the oil & gas sector. Whilst volumes in this sector are improving, it remains very price competitive in our traditional areas of activity. This has caused gross margins to suffer and supports our decision to develop into premium market areas where competition becomes more capability and quality driven than purely price. This was demonstrated by the Group winning its first multi-unit long term contract in nuclear power generation at the end of 2016, and the subsequent investment in the AMC during 2017 to drive the business in this direction.

The Services business is a key part of our growth strategy. Having launched the proposition in 2016, the Group has continued to invest in people, processes and systems to support long-term business growth. New contracts and relationships have started to yield benefits in 2017 and so we have seen an improvement in business volume and some flow through to the gross margin level. This does not, however, fully translate to Adjusted EBITDA because there is a lag of up to a year from investment in the business infrastructure and people to the delivery of both top-line growth and operating margins.

We anticipate that these benefits will be seen from 2018 onwards. As a result, Adjusted EBITDA improved by £0.2 million in 2017 to a loss of £0.8 million (2016: loss £1.0m).

Group Operating Loss

Group operating loss increased by £0.2 million to £0.5 million. This was driven by year-on-year incremental non-operating expenses in relation to business transformation of £0.5 million, a one-time non-cash impairment charge of £0.5 million relating to the tangible and intangible assets of our low-end fabrication activity, based in Oldham, Lancashire and an increased non-cash share-based payments charge of £0.4 million arising from the replacement and issue of management share options in 2017.

Cash and bank balances

Year-end Group cash of £21.9 million (2016: £9.2m), was primarily due to receipts from the equity placement received at the end of July 2017. This was marginally below expectations due to the timing of a major customer payment (£2.6m) which was received in early January 2018.

Order book

During 2017, the Group's closing order book increased by 89% to £32.1 million (2016: £17.0 million) as a result of the successful capture of strategic long-term contracts. Investment in business development resources has driven enhanced account management methods and conversion of sales campaigns in the Services business.

Equity raise

On 28 July, TP Group plc issued 336,101,128 new ordinary shares at an issue price of 6.5 pence per share. This raised a total of £21.85 million before expenses, which provided the Group with £20.8 million, net of expenses, to be used primarily to help fund the Group's acquisition programme and other internal investments.

Following the fundraising, the Group now has 758,565,854 ordinary shares in issue, and admitted to trading on AIM.

Acquisitions, investments and disposals

The Company announced the acquisition of ALS and FSS in February 2017. The purchase was completed for a combined initial consideration of £1.25 million on a debt-free, cash-free, normalised working capital basis, funded from the Group's cash resources. Further consideration of up to £1.5 million may fall due on achieving profit related earn-out targets over the first 20 months from completion. The maximum consideration payable for ALS and FSS, assuming all earn-out targets are met, is £2.75 million.

Both companies operate from Wincanton, Somerset, and between them provide systems engineering and assurance capability safety-critical software for the defence, aerospace and commercial sectors.

We announced the acquisition of Polaris in December 2017 for an initial consideration of £1.5 million on a debt-free, cash-free, normalised working capital basis, with a maximum additional £2.0 million payable also contingent on profit related earn-out targets over the first 21 months from completion.

Polaris operates from offices in Fareham and Bristol and delivers technical consultancy including operational analysis, project controls and cost engineering services across the defence and security sectors, with additional activity in energy and transportation.

The Group incurred £0.2 million of acquisition-related costs (2016: £0.0m) predominantly relating to the transactions noted above. These were charged to the Statement of Comprehensive Income in the year.

The Group has committed to invest in the facilities and staff already in the business to build capability and develop our propositions. Across the Group, £2.0 million was invested on capital equipment and new systems and facilities improvements in 2017.

The major investment was the commissioning of the Advanced Manufacturing Centre in Manchester, totalling £1.3 million. The AMC has the latest precision engineering equipment including high-precision machine tools and metrology, which better positions TP Group to deliver complex engineering solutions in high value sectors. A local government grant of £0.2million was secured toward the financing of this investment.

Other significant investments were made in IT systems and business transformation activities across the Group.

Post year-end, the directors have reached an agreement with the local management to dispose of the trade and assets of our low-end fabrication activity, based in Oldham, Lancashire, under a management buy-out. These assets, following their impairment, are valued at less than £0.1 million as at 31 December 2017 and will be disposed of for a total consideration of £0.3 million payable over the next 3 years. These activities achieved break even at an operating profit level in 2017.

These transactions all contribute to the Group's transformation and growth strategy that focuses on high technology services and engineering businesses in sectors that the Group knows and understands.

Non-operating items

During the year, the Group incurred one-off non-operating costs of £0.7 million (2016: £0.2m). These relate to the business transformation actions required by the strategic plan, and include staff and contract termination costs, and facility liabilities relating to the closure of the legacy TPG Design & Technology office.

Finance costs

Finance costs of £0.1 million were incurred, predominantly relating to the fair valuation of a forward currency exchange contract.

Taxation

The Group expects to incur cash tax payments of £0.1m for the 2017 financial year (2016: £nil).

Results and dividends

The directors do not recommend the payment of a dividend (2016: £nil).

Going concern

The directors are satisfied that the Group has adequate resources to continue in business for the foreseeable future and accordingly continue to adopt the going concern basis in preparing the accounts. In reaching this conclusion, the directors have considered forecasts that cover a period of at least twelve months from the date of the approval of these financial statements.

The forecasts take into account the Group's existing cash resources which, as a result of the equity raise of £20.8 million in July 2017, provides sufficient insulation against any reasonable downside scenarios and risks.

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2017

Consolidated and Parent Company Statement of Financial Position

At 31 December 2017

Consolidated Statement of Changes in Equity

For the year ended 31 December 2017

Parent Company Statement of Changes in Equity

For the year ended 31 December 2017

Consolidated and Parent Company Statement of Cash Flows

For the year ended 31 December 2017

Notes to the Preliminary Announcement

1. Basis of preparation

The financial information set out in this announcement does not constitute the Company's statutory accounts for the years ended 31 December 2016 or 31 December 2017, but is derived from those accounts. Statutory accounts for 2016, which were prepared under accounting standards adopted by the EU, have been delivered to the registrar of companies and those for 2017 will be delivered following the Company's Annual General Meeting. The Auditor has reported on these accounts; its report was (i) unqualified, (ii) did not include any references to any matters to which the auditors drew attention by way of emphasis of matter without qualifying and (iii) did not contain statements under sections 498 (2) or (3) of the Companies Act 2006.

While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRSs), this announcement does not itself contain sufficient information to comply with IFRSs. The Company expects to publish full financial statements that comply with IFRSs in May 2018.

Changes in accounting policies

a) New standards, interpretations and amendments effective from 1 January 2017

There were no new standards or interpretations effective for the first time for periods beginning on or after 1 January 2017 that had a significant effect on the Group's financial statements.

b) New standards, interpretations and amendments not yet effective

There are a number of standards and interpretations which have been issued by the International Accounting Standards Board that are effective in future accounting periods that the Group has decided not to adopt early. The most significant of these are:

· IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers (both mandatorily effective for periods beginning on or after 1 January 2018); and

· IFRS 16 Leases (mandatorily effective for periods beginning on or after 1 January 2019).

The Group has progressed its projects dealing with the implementation of these three key new accounting standards since reporting its interim annual results for the 6 months ended 30 June 2017 and is able to provide the following information regarding their likely impact:

IFRS 9 Financial Instruments

The Group has identified that the adoption of IFRS 9, which replaces IAS 39 Financial Instruments Recognition and Measurement from 1 January 2018, will have no material impact to its consolidated financial statements.

IFRS 15 Revenue from Contracts with Customers 

The Group's operations generate revenues through both the provision of services and the production of high-integrity equipment. Due to the nature of its business the Group recognises revenue on contracts both at point in time, and as the order progresses.

The Group has reviewed its open contracts in line with the requirements of IFRS 15 and in the case of TPG Services concluded that the adoption of IFRS 15 has no material impact. However, in the case of TPG Engineering, a number of contracts have been identified where either the terms do not permit recoverability of profit when the contract allows termination for convenience or costs incurred through the Group's supply chain cannot be taken as incurred until receipt of the good or service that will need to be accounted for differently.

The board has decided that it will apply IFRS 15 retrospectively, making use of any practical expedient available. The Group is still gathering data to finalise the impact on its 2017 result had IFRS 15 been applied this year, but estimates that revenue would have been approximately £1,300,000 lower than reported in these financial statements, with operating loss and Adjusted EBITDA approximately £400,000 lower in the current financial year. The recognition of this revenue and associated operating profit and Adjusted EBITDA following the Group's revised revenue recognition policy in accordance with IFRS 15 is deferred to subsequent financial periods. There is no impact on the cash position of the Group from these adjustments.

IFRS 16 Leases 

Adoption of IFRS 16 will result in the Group recognising right of use assets and lease liabilities for all contracts that are, or contain, a lease. For leases currently classified as operating leases, under current accounting requirements the Group does not recognise related assets or liabilities, and instead spreads the lease payments on a straight-line basis over the lease term, disclosing in its annual financial statements the total commitment.

The board has decided it will apply the modified retrospective in IFRS 16, and will adopt the standard one year early on 1 January 2018. In addition, it has decided to measure right-of-use assets by reference to the measurement of the lease liability on that date. This will ensure there is no immediate impact to the net assets on this date. At 31 December 2017 operating lease commitments amounted to £4,847,000 before the application of any discount rate to these future cash flows. However, further work needs to be carried out to determine whether and when extension and termination options are likely to be exercised, which may result in the actual liability recognised being higher than this.

Instead of recognising an operating expense for the operating lease payments, the Group will instead recognise interest on its lease liabilities and amortisation on its right-of-use assets. This will increase reported Adjusted EBITDA and reduce operating loss by the current operating lease cost, which for the year ended 31 December 2017 was approximately £579,000. 

2. Going concern

The directors are satisfied that the Group has adequate resources to continue in business for the foreseeable future and accordingly continue to adopt the going concern basis in preparing the accounts. In reaching this conclusion, the directors have considered forecasts that cover a period of at least twelve months from the date of the approval of these financial statements.

The forecasts take into account the Group's existing cash resources which, as a result of the equity raise of £20.8 million in July 2017, provides sufficient insulation against any reasonable downside scenarios and risks.

3. Segmental information

Following the refinement of the Group's strategy, the business has been managed throughout the year along two distinct business units, Consulting and Programme Services ("TPG Services") and Engineering and Technology ("TPG Engineering"). Segmental information is presented in a consistent format with management information considered by the Chief Operating Decision Maker.

The principal activities of these business units comprise:

· TPG Services - the provision of know-how and experience to add value in large and complex enterprises. Services include technical project management, systems engineering, design, software development and assurance. This segment is a combination of the prior segments TPG Design & Technology, TPG Managed Solutions and the acquired businesses of ALS Technologies Limited and Flexible Software Solutions Limited, and will include Polaris Consulting (Holdings) Limited in future periods.

· TPG Engineering - activities include the design, manufacture, installation and support of complex equipment. These include air purification equipment for submarines including oxygen/hydrogen generation and purification, air handling and distribution systems, heat exchange equipment used in the heating and cooling of large scale industrial processes, and other fabricated structures. This segment is a combination of the prior segments TPG Maritime and TPG Engineering.

The directors of the Parent Company had previously chosen to organise the Group around four interconnected business units. The presentation of the segmental results for the year ended 31 December 2016 have been reclassified to be consistent with the current year presentation in line with the Group's refined strategy. The overall reported loss for the period has not changed.

Segment revenues and results

The following is an analysis of the Group's revenue and results from the continuing operations by reportable segment.

1 Included with TPG Services segmental results are the results of the acquisitions of ALS Technologies Limited (renamed TPG Services Limited) and Flexible Software Solutions Limited.

Segment revenue reported above represents revenue generated from external customers.

The accounting policies of the reportable segments are the same as the Group. Segment profit or loss represents the profit before tax earned by each segment without allocation of central administration costs and directors' salaries, other gains and losses, as well as finance costs. 

1 Adjusted EBITDA is defined as operating profit adjusted to add back depreciation of property, plant and equipment, amortisation and impairment of acquired tangible and intangible assets and any other acquisition-related charges, share based payment charges and non-operating costs. Non-operating costs are those items believed to be exceptional in nature by virtue of their size and or incidence.. The directors believe this measure is more reflective of the underlying performance of the Group than equivalent GAAP measures. This is primarily due to the exclusion of non-cash items, such as share-based payments, impairment, depreciation and amortisation, as well as non-operating costs. This provides shareholders and other users of the financial statements with the most representative year-on-year comparison. This measure and the separate components remain consistent with 2016.

The following is an analysis of the Group's revenue and results from the continuing operations as reportable segment, presented under the format disclosed in the financial statements for the year ended 31 December 2016.

1 Included with TPG Managed Solutions segmental results are the results of the acquisitions of ALS Technologies Limited (renamed TPG Services Limited) and Flexible Software Solutions Limited.

Segment revenue reported above represents revenue generated from external customers.

1 Adjusted EBITDA is defined as operating profit adjusted to add back depreciation of property, plant and equipment, amortisation and impairment of acquired tangible and intangible assets and any other acquisition-related charges, share based payment charges and non-operating costs. Non-operating costs are those items believed to be exceptional in nature by virtue of their size and or incidence.. The directors believe this measure is more reflective of the underlying performance of the Group than equivalent GAAP measures. This is primarily due to the exclusion of non-cash items, such as share-based payments, impairment, depreciation and amortisation, as well as non-operating costs. This provides shareholders and other users of the financial statements with the most representative year-on-year comparison. This measure and the separate components remain consistent with 2016.

Geographical segments

The following is an analysis of the Group's revenue from continuing operations from its products and services:

Revenue from continuing operations from external customers and non-current assets are all generated from operations in the UK. All segment assets are located in the UK.

Information about major customers

Revenue includes sales from customers who contributed 10% or more to the Group's revenue:

4. Operating profit/(loss)

The Group operating loss for the year is stated after charging the following:

Share-based payment expense of £375,000 (2016 - expense £4,000) all arises from transactions accounted for as equity-settled share-based payment transactions and are non-cash in nature.

Staff numbers

The average number of employees, including directors, employed by the Group during the year was as follows:

Retirement benefits

The Group operates a defined contribution retirement benefit plans for all qualifying employees of the Group. The assets of these plans are held separately from those of the Group in separately administered funds.

The total expense recognised in profit or loss of £595,000 (2016 - £430,000) represents contributions payable to these plans by the Group at rates specified in the rules of the plans. As at 31 December 2017, contributions of £88,000 (2016 - £112,000) due in respect of the 2017 (2016 - £nil) reporting remained outstanding. The amounts were paid subsequent to the end of the reporting period.

5. Earnings per Share

The calculation of basic earnings per share for the year ended 31 December 2017 is based upon a loss after tax of £719,000 (2016 - loss after tax of £199,000) and a weighted average number of shares of 588,908,520 (2016 - 420,857,956). The weighted average number of shares has been reduced by the weighted average number of shares held by the Employee Benefit Trust.

The issue of additional shares on exercise of employee share options would decrease the basic loss per share and there is therefore no dilutive effect of employee share options.

6. Cash and bank balances

The funds were placed on floating interest rate deposit as follows:

1 Restricted cash of £531,000 (2016 - 156,000) is included in Prepayments and Other Debtors

7. Business combinations

ALS Technologies Limited (renamed TPG Services Limited) and Flexible Software Solutions Limited

On 6 February 2017 the Group, through its Parent Company, acquired 100% of the issued share capital of ALS Technologies Limited ("ALS") and Flexible Solutions Software Limited ("FSS") for a combined initial consideration of £1,571,000 and a maximum further deferred contingent consideration of £1,500,000 based on the combined performance of both businesses. The initial consideration, paid in cash from the Group's existing cash resources, reflects a normalised working capital position and includes cash retained in the business of £440,000. The companies specialise in providing consulting services to the public and private sectors.

The principal reason for this acquisition is to support the Group's evolution as a diversified services and engineering group providing not only design and manufacture of bespoke engineering solutions but also technical support and management to both the public and private sectors.

Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows:

Acquisition costs of £89,000 in year arose as a result of the transaction. These have been recognised as part of administrative expenses in the Statement of Comprehensive Income.

Included in the operating loss for the year is £133,000 of profit attributable to the additional business generated through the acquisition. Revenue for the year includes £3,560,000 in respect of ALS Technologies Limited and Flexible Software Solutions Limited.

Polaris Consulting (Holdings) Limited

On 12 December 2017, the Group, through its Parent Company, acquired 100% of the issued share capital of Polaris Consulting (Holdings) Limited for an initial consideration of £1,499,000 and a maximum deferred contingent consideration of £2,000,000 based on the performance of the business. The initial consideration, paid in cash using the Group's existing cash resources, has been adjusted for net debt retained in the business.

The acquisition further extends the Group's services capabilities in the defence and security markets. The acquisition will enable the enlarged group to offer a wider range of services and capabilities, further supporting the broader customer base, alongside delivering greater levels of operational expertise to existing customers.

Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows:

Goodwill of £252,000 is primarily applicable to the assembled workforce acquired as part of the transaction. Acquisition costs of £118,000 arose as a result of the transaction. These have been recognised as part of administrative expenses in the Statement of Comprehensive Income.

The initial accounting for the acquisition of Polaris Consulting (Holdings) Limited has only been provisionally determined at the end of the reporting period. At the date of finalisation of these consolidated financial statements, the necessary market valuations and other calculations had not been finalised and they have therefore only been provisionally determined based on the directors' best estimate of the likely values.

Had ALS, FSS and Polaris Consulting (Holdings) Limited been effected from 1 January 2017, the revenue for the Group would have been approximately £33,500,000, and the operating loss for the year would have been approximately £67,000. The directors consider these values to represent an approximate measure of the performance of the combined Group on an annualised basis and to provide a reference point for future periods.

8. Subsequent events

Post-period, the directors have reached an agreement with the local management to dispose of the tangible and intangible assets of our low-end fabrication activity, based in Oldham, Lancashire, under a management buy-out. The disposal will be completed for a total consideration of £0.3m, payable over the next 3 years.

9. Notice of Annual General Meeting

The Annual General Meeting of TP Group Plc will be held at 10.30 a.m. on 7 June 2018 at the offices of Deloitte LLP, Abbots House, Abbey St, Reading, West Berkshire RG1 3BD.