TPG Telecom
Annual Report 2017

Plain-text annual report

Annual Report & Financial Statements 2017 Company Number: 3152034 03 TPG is a professional services and technology partner to global prime contractors that are active in security, energy and aerospace programmes. We advise on and deliver management and technology solutions using advanced manufacturing skills and expertise. Contents STRATEGIC REPORT Financial and Business Highlights TP Group in Focus Consulting & Programme Services Engineering & Technology Chairman’s Statement ChiefExecutiveOfficer’sStrategicReview CFO’sFinancialandBusinessReview CorporateandSocialResponsibility PrincipalRisksandUncertainties 04 07 10 11 12 15 18 25 28 FINANCIAL REPORT 32 34 Board of Directors Financial Statements 55 Notes to the Financial Statements OTHER INFORMATION 101 Company Information Annual Report & Financial Statements 2017 05 04 Group revenue up 39% (2016: £21.2m) £29.5m Adjusted EBITDA1 up 142% (2016: £1.1m) £2.6m 2 0 1 7 2 0 1 6 2 0 1 5 2 0 1 4 2 0 1 3 29.5 21.2 20.4 21.7 19.3 Revenue £m 2.6 2 0 1 7 2 0 1 6 2 0 1 5 1.1 0.0 2 0 1 4 2 0 1 3 -2.1 -2.9 Adjusted EBITDA £m Group closing order book up 89% (2016: £17.0m) 2 0 1 7 32.2 £32.1m 2 0 1 6 2 0 1 5 2 0 1 4 2 0 1 3 17.0 14.5 17.3 14.2 Closing Order Book £m Notes 1 AdjustedEBITDAisdefinedasoperatingprofitadjustedtoaddbackdepreciationofproperty,plantandequipment,amortisationandimpairmentof acquiredtangibleandintangibleassetsandanyotheracquisition-relatedcharges,sharebasedpaymentchargesandnon-operatingitems.Non-operating itemsarethoseitemsbelievedtobeexceptionalinnaturebyvirtueoftheirsizeandorincidence.Thedirectorsbelievethismeasureismorereflective oftheunderlyingperformanceoftheGroupthanequivalentGAAPmeasures.Thisisprimarilyduetotheexclusionofnon-cashitems,suchasshare- basedpayments,impairment,depreciationandamortisation,aswellasnon-operatingitems.Thisprovidesshareholdersandotherusersofthefinancial statementswiththemostrepresentativeyear-on-yearcomparisonofoperatingperformance.Thismeasureandtheseparatecomponentsremain consistentwith2016. Financial and Business Highlights An excellent year that delivered the firstphaseofourambitiousgrowthplans. Revenue up 39% to £29.5m (2016: £21.2m) • Convertedstrongorderintakeintorevenue • Addedrevenuesfromacquiredcompanies 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) • Includesbusinesstransformationcostsof£0.7million • One-timeimpairmentchargeof£0.5million Closing cash of £21.9m (2016: £9.2m) • £20.8madditionalfundingsecuredthroughequityraise Order intake up 88% to £44.7m (2016: £23.8m) • Concludednegotiationsonlong-termdefencecontracts Closing Group order book up 89% to £32.1m (2016: £17.0m) • Goodvisibilityoffuturecorebusiness 2017 achievements • Continuedimplementationofgrowthstrategyacrossthebusiness • Strengthened management team • Raised£20.8mtofundacquisition-ledgrowthplans • InvestedinAdvancedManufacturingCentre(£1.3m) • Completedtwoacquisitionsforaninitialcombinedconsiderationof£2.75m onadebt-free,cash-free,normalisedworkingcapitalbasis Annual Report & Financial Statements 2017 06 Widening our geographic reach World-class skills in complex technologies with modern design and manufacturing facilities. 07 TP Group in Focus TPGisaprofessionalservicesandtechnologypartnertoglobalprime contractorsthatareactiveinsecurity,energyandaerospaceprogrammes. Weadviseonmanagementandtechnologysolutionsanddeliverwith advancedmanufacturingskillsandexpertise. Ourteamlinksworld-classskillsincomplextechnologieswithmoderndesign andmanufacturingfacilitiestoprovideafullybalancedandagilesupport networktoourcustomersandpartnerswherevertheymaybe. Therearetwomainthemeswithinourbusiness: • Consulting & Programme Services-advisingclientsonstrategicproblems andimplementingtechnology-drivensolutions • Engineering & Technology-capabilitytodesign,manufactureandsupport mission-criticalsystems Thesethemesarefoundedontheprinciplesoftechnologyandpartnership, anexpressionthatunderpinswhatwedoandhowwedoit. Ourspecialistconsultingandadvisoryservicesfocusonsecureinformationsystems, hightechnologyprojectsandthrough-lifeequipmentsupport.Workingwithglobal primecontractors,wegoontomanufacturespecialistequipmentaspartofmajor programmes. Ourexperiencespanscriticalequipmentandsystemsinmanysectorsandgeographies. Theseincludesecurecommunicationssystems,missionsystemssoftware,aircraft cockpitintegration,autonomousvessels,highintegrityequipmentinrefineriesand powerstationsandatmospheremanagementsystemstoprotectsubmariners. TheGroupiscommittedtoagrowthstrategy,inboththescaleofoperationsand thenatureandrangeoftheworkwedo.Thisbuildsonourheritageofinnovating commercially,technicallyandoperationally. Annual Report & Financial Statements 2017 08 09 Outsourcing and availability contracts Long-term equipment supply TheGrouphasbeenworkinghardtoextendthescopeofactivityaroundtheequipment wesupplyandsupport.Outsourcingandavailabilitycontractsarebecomingan importantpartofourbusinessanddemonstratehowwecanblendservicesand engineeringcapabilitieswithinaservices-ledapproach. On3April2017,theGroupannouncedanagreementwiththeMinistryofDefence (“MoD”)tomanageequipmentavailabilityandsparesprovisionforTPGequipmenton boardRoyalNavysubmarines.Thiscontractcomprisesaframeworkagreementandso iscalledoffprogressivelyoveritsterm,withthefinalvaluedependentonsparesusage. Thefive-yearcontracthasanoptionforafurthertwo-yearextensionandisestimated bytheCompanyandtheMoDtobeworthatleast£22.0million(at2017prices)over sevenyears.Thevalueofordersbookedin2017was£9.0million. WehavesimilararrangementsinplacewithPetroIneosattheGrangemouthrefinery inScotlandandwillbelookingtoextendthiskindofcustomerengagementinthe comingyears. Technical services framework agreements Duringtheyear,wegrewourservicesbusinessthroughthesupplyofadditional specialistconsultantstoanumberofdefenceandsecuritycustomers.Akeypartof thisapproachistoqualifyandbelistedoncustomerservicecatalogues.Theseallow theMoDandotherstoprocuretechnicalserviceworkpackagesfrompre-approved participants. InJune2017,theGroupwasawardedlistingontheMoD’sMulti-ParticipantFramework AgreementforTechnicalSupport(FATS/5).ThisprovidestheGroupwithreadyaccessto apipelineoffuturebusinessopportunitiesfromcustomertechnologyprojects.Wewere alsoadmittedasoneofjust11partnersintheMoD’sSubmarineEnduringNavalDesign Partneringframework. Advanced manufacturing services TheGroup’sfacilityinManchesterhasbeentransformedthroughtheyearwiththe installationoftwoadvancedmachiningcentresandoneoftheUK’slargestco-ordinate measuringmachinesaspartoftheGroup’sAdvancedManufacturingCentre(“AMC”). Workingcloselywithpartnersinthenorth-west,thefirstcomponentsweremachined inAugustandthisworkhasintroducedustosixneworganisationswithincomplex equipmentsupplychainsduring2017.Thisisimportantinthreeways-itisbuildingthe experienceandmarketpositionfortheAMCasapartofthesesupplychains,thenew relationshipsthatarebeingbuiltoutsideourtraditionalheatexchangeractivityandit allowsustoconnectthesecompaniestothewidercapabilitiesoftheGroup. Ourengineershavebuiltlong-lastingrelationshipswithcustomerssothattheycan performatthehighestlevels.Thisallowsustoprovideafullrangeofservices,from designtomanufacture,installationandongoingsupport.Whenequipmentreaches itsendoflifeorneedstobemodifiedorreplacedtomeetnewrequirements,weare theretorespondtotheserequirements.On11April2017,weannouncedaframework contractwiththeMoD,tosupplymultipleCombinedOxygenGeneratingSystemsto upgradein-serviceRoyalNavysubmarines.Thiswork,worthupto£22.5moverthe next5to8years,providescontinuityofserviceforthiscriticalequipmentandthe submarineswithinwhichtheyoperate.Thefirstcall-offfromthiscontract,worth £9.7million,wasreceivedinMay2017. International markets TheGrouphasenjoyedlongtermrelationshipswithinternationalcustomersthroughits workondefenceequipmentandwasabletosecurethreefurthercontractsinEurope andSouth-EastAsiaworthinaggregatemorethan£3.3min2017.Twooftheseare withglobalshipbuildingprimecontractorswhoalsohaveinterestsinciviliansectors likeenergyandtransportation.Theserelationshipsandcontactsallowustoenterinto discussionstosupportthemintheirwideractivities. Secure network services TheTPGServicesteamhasbeensteadilybuildingitspresenceinmajorinformation programmeswiththeArmyHeadquartersandtheMaritimeandCoastguardAgency. Thisworkisonthedemandsidewhereourconsultantsassistthecustomertospecify, procureandimplementacomplexITorcommunicationssystem.Therangeofservices requiredisbroadandincludestechnical,commercialandprojectmanagementactivities atbothanadvisoryandfunctionallevel. Annual Report & Financial Statements 2017   10 Consulting & Programme Services Engineering & Technology 11 OurConsultingandProgrammeServicesbusinessunit(“TPGServices”) OurEngineeringandTechnologybusinessunit(“TPGEngineering”) workswithexecutivesandleaderstohelpthemmakebetterdecisionsand combinesarangeofhigh-endcapabilitiestoproducehigh-integrity thentotranslatethosedecisionsintosuccessfulhigh-technologyprojects. equipmentfromfactoryfacilitiesinPortsmouthandManchester. Weworkthroughspecialistserviceteams: • Advisory services – analysis and guidance on project approach and performance • Programme delivery services (demand side)–workingonbehalfofend-usersto specify,procureandimplementtechnologysolutions • Programme delivery services (supply side)–developingsoftwareandother technologysolutionsfordeliverytoend-usercustomers Ourteamscompriseofindustryandsubjectmatterexpertswhoareresponsiveand alignedtotheircustomers’needsandlocations.Theapplicationareasarediverseand ourcapabilitiesareappliedto: • Space systems – project support for ground and mission systems • Maritime platforms – innovation and deployment of integrated systems and services • Control systems to guide autonomous vehicles • ArtificialIntelligence-machinelearningwithintelligencegatheringandprocessing • Secureinformationsystemsspecification,procurementandimplementation • Cost engineering and project controls to assure programme performance and delivery • Simulation and emulation of complex systems for training and testing • Championingsmallenterpriseengagement–makingthemostofsmallspecialist companieswithinlargecustomerprogrammes Weconducttechnicalanalysisandusethistoguideelectrical,thermalandmechanical designofcomponentsandequipment.Manufacturingincludesmachining,electrical andmechanicalassembly,avastarrayoftestingandverificationtechniqueswithinan overarchingqualitymanagementsystemtodeliverexcellentproductstoourcustomers. Theengineeringteamcontinuestoinnovate,andiscurrentlyworkingon: • Advancedmachiningandmetrology–aservicebaseduponhighlyaccuratemachining centresandmeasurementsystemsthatareamongthelargestintheUKforphysically large components • Alternativecarbondioxidemanagement–anumberofmethodsunderreviewusing differentchemicaltechniquestoproducethenextgenerationofsmaller,safer,more efficientsystems • Hydrogenprocessing–demonstratingtheuseofhydrogenwithintheatmosphere managementwithinthefuelcellsofsubmarinesandpotentiallyothervehicles • Outsourcingequipmentmanagement–monitoringthestatusofequipmentand supplyingconsumables,orrefurbishingmainequipmentunderamanagedprocess onbehalfofthecustomer Our capability is at the heart of complex programme delivery and ongoing support for our customers. Specialist services to define and deliver technology programmes. Annual Report & Financial Statements 2017 13 We have built our capabilities, invested in our teams and facilities to capitalise on these exciting opportunities. 12 Chairman’s Statement Andrew McCree “These are excellent results and underline the potential of the Group toworksuccessfullywithinourestablishedmarketsandtechnologies.” Inlastyear’sreportIcommentedthatwehadcreatedastrongplatformforgrowththat benefitsfromourreputationforreliabilityandengineeringexcellence.Overthecourse of2017wehavemadegoodprogressandIampleasedtoreportthattheexecutive teamhasrespondedwelltothechallengesandopportunitiesfortheGroup.Revenue grewby39%to£29.5m(2016:£21.2m),orderintakealmostdoubledto£44.7m (2016:£23.1m)andAdjustedEBITDAroseto£2.6m(2016:£1.1m). TheseresultsareunderpinnedbyabusinesstransformationledbytheCEO,whichhas seenmanagementstrengthened,investmentinfacilitiesandthesuccessfulacquisition andintegrationofnewbusinesses. Fund-raising and acquisitions TheGroup’sstrategyistoexpandthebusinessthroughacombinationoforganicgrowth andacquisitions.Inpractice,wewillgrowbusinesswithexistingaccountswhilelooking foracquisitionswhichwillstrengthenourpositionandenhancemargins. TheprocessbeganwiththeacquisitionofALSTechnologiesLimited(“ALS”)andFlexible SoftwareSolutionsLimited(“FSS”)inFebruary2017. InJuly2017weundertookanequityfundraisingprocessthatraisedapproximately £20.8millionnetofexpenses,fromexistingandnewshareholders,tofundinvestment inacquisitionsandorganicgrowthinitiatives. Sincethefundraising,wehavecompletedonefurthertransaction–theacquisitionof PolarisConsultingHoldingsLtd.(“Polaris”)foramaximumconsiderationof£3.5mwhich weannouncedon13December2017.Polarissatisfiedourbusiness,technicaland operationalcriteriaandwillfurtheraddtotheGroup’sServicesbusinesscapability. Managementhas,throughouttheyear,beenintroducedtomanyacquisition opportunitiesfromanumberofsources.Marketconditions,particularlyinthedefence sector,haveputpressureonmanySMEsthatmayhavebeenpotentialacquisitions. Thedirectorsworkcarefullythroughtheopportunitiesandenterintonegotiationsonly whereclearvalueandbenefitisvisibleatapricethatisappropriatetotheinterestsof theGroupandourinvestors. Theacquisitionprocesscontinues,andshareholderswillbenotifiedofsignificantevents astheyoccur. Annual Report & Financial Statements 2017 14 Board changes PhilHollandandJeremyWarner-AllenjoinedtheboardinFebruary2017as Non-ExecutiveDirectors.TheybringawealthofM&A,industryandcapitalmarkets expertiseasweseektocapitaliseonouracquisitionspipelineandexecuteourgrowth strategy. Postyear-end,SimonKingssteppeddownfromtheBoardandleftthecompany. Wewishhimeverysuccessinhisfutureendeavours. Outlook TheGrouphasmadeasuccessfulstartinexecutingourambitiousplansforgrowth. Aswelookforward,weseebothorganicandacquisitivegrowthopportunities. • Organic growth–withmanylong-termcontractsalreadysignedandwiththe prospectofmoretocomefrombothourUKandinternationalcustomers,wehave builtourcapabilities,andinvestedinourteamsandfacilitiestocapitaliseonthese excitingopportunities. • Acquisition growth–theGroupcontinuestoengageonseveralacquisition opportunities.TPGhasbeenselectiveinreviewingtheseopportunitiesandwillact quicklyontransactionsthatsatisfythedirectors’criteriatoenhancetheGroup’s offeringandbuildshareholdervalue. OnbehalfoftheboardIwouldliketothanktheentireGroup,includingmanagement andemployeesfortheircontributiontoasuccessfulperformancein2017,andfortheir commitmenttodeliveringourgoalsoverthenextthreeyears. 15 Chief Executive Officer’s Strategic Review Phil Cartmell “WehavebuiltastrongsetofcapabilitiesacrosstheGroupandourplan nowistobuildonoursuccessandaccelerategrowthwhereitisavailable.” TheGrouphasrespondedstronglytotrendsinourcoremarkets,havingsecured significantmajorordersinkeyprogrammes.Thishasledtogrowthinbothrevenueand adjustedEBITDAandopenedroutestonewtechnicalpropositions,newmarketareas andawiderinternationalpresence. Theexecutiveteamhasledandimplementedabusinesstransformationoverthelast fewyearsthathasdeliveredthesefinancialresultsandsetthebusinessupforcontinued growth.Ourfocusnowistopursuethispaththroughthedeliveryofpremiumservices andengineeringprojects. Thismeansachievingorganicgrowththroughenhancedaccountmanagement– continuingtodeliverexcellenceinexistingactivities,doingmorewithourexistingclients, buildingnewaccountrelationshipsandworkinginnewsectorswhereourskillsare transferable. Wearealsocontinuingtoidentifyandevaluatesuitablecompaniesforacquisitionthat willaddbusinessvolume,furthercapabilities,furthercustomerrelationshipsorany combinationofthesebenefits. TheplacingandopenofferinJulyraised£20.8millionandwaswellsupportedbyexisting shareholdersandalsobynewshareholders.Theproceedsofthefundraisinghave supportedinternalinvestmentprogrammesandanacquisitionstrategythatyieldedits firstsuccessfulconclusionwiththepurchaseofPolarisinDecember2017. Positioning Themajorityofourworkiswithselectedhigh-endglobalprimecontractorsandend- users.Weareanactiveplayerinthemarketsweserve,committedtounderstanding customerneedsbetterthanourcompetitors,risingtotheirchallengesandleadingthem forwardthroughinnovationandexcellentservice. Weenjoyverygoodrelationshipswithourglobalcustomerbasethatincludes equipmentend-usersandalsomajorprimecontractorsthatdelivertop-levelcontracts totheend-users.Weconsultwidelywithourcustomerbaseandtheirfeedbackhas triggeredmuchofourtransformationaroundnewleadership,andinvestmentinpeople andfacilities. Endusersoroperatorsareincreasinglylookingtousforlong-termperformanceor managementoftheirequipment.Thesearetherelationshipsthatprovidesteadyactivity overlongperiodsandgoodrevenuevisibilitytounderpinthebusinessthroughmarket fluctuations. Withtheprimecontractorsweactasspecialistcontributorstotheirsupplychain.This isanadvantageouspositionbecauseoncewequalifyasapreferredsupplierorpartner, webenefitfromtheiroutreachandcontinuingsuccess.Forexample,Europeanprime contractorsbuildsubmarinesfordefenceforcesallovertheworld,theyalsoworkinother non-defenceprojectsanditisouraimtogrowintotheseareaswiththem.Thisleverageis animportantpartofourstrategytoactonaglobalscalefromourUKfacilities. Annual Report & Financial Statements 2017 16 A winning team Asalways,itisthroughourpeoplecomingtogetherthatwecandeliverexcellent performance.Aswefocusourcapabilitiesandapplythemmorewidelythaninthe past,wehavetestedthecreativityandenterpriseofourteams.Theyhaverisentothis challengeinallareasofthebusiness. Wesimplifiedtheinternalstructurebyaligningsitesunderacommonleadershipwithin theServicesandEngineeringstreams.Thishascreatedclearerreportinglinesand stimulatedcloserco-operationbetweentheteamsunderacommonbanner. Fromthiswehaveformalisedanexecutivemanagementteamtoberesponsibleforthe hands-onrunningofthebusinessandtoprovidegreateropportunitytocross-sellthe widerGroupofferings.Thisinturncreatesmorecapacityforthedirectorstoworkon acquisitionandotherstrategicdevelopments. Acquisitions Ouracquisitionstrategyistoengagewithtechnologyandservicesbusinessesthat operateinmarketsweknowandunderstand.Theyshouldbeadditivetoourexisting offeringsandhelpustoimprovescaleandmargins.Thisapproachdelivereditsfirst successearlyintheyearwiththepurchaseofALSandFSS,followedinDecemberbythe acquisitionofPolaris. ALS,basedinWincanton,Somerset,providessystemsengineeringandassurance capabilityformissionsupport,flightcontrol,combatsystemsandtacticalinformation systemsintheaerospaceanddefencemarkets.FSS,alsobasedinWincanton,develops safety-criticalsoftwareforthedefenceandcommercialsectors.Polaris,withbases inFarehamandBristol,deliverstechnicalconsultancyincludingoperationalanalysis, projectcontrolsandcostengineeringservicesacrossthedefenceandsecuritysectors, withadditionalactivityinenergyandtransportation. TheseacquisitionsaddedscaletotheGroup’sServicesbusinessandaddedsignificant newaviationactivity. Asdiscussedinmoredetailbelow,wecontinuetoreviewandassessacquisition opportunitiesthatwillbothcomplementand/oraddtotheGroupofferingandenhance value.Shareholderswillbeinformedofanysignificantdevelopmentsinthisregard. Cross-Group integration AsthenewlyacquiredbusinesseswerebroughtintotheServicesteam,webeganto seethepositiveeffectsofcombiningfrontandback-officebusinesscapabilitiesand processes.Thisprovidesatemplateforfutureacquisitions. Similarly,inTPGEngineering,PortsmouthandManchesternowsharemanufacturing capacity,qualityprocessesandprojectmanagementresources.Synergiesarebeginning toberealised,withfabricationtasksthatthePortsmouthsitewouldpreviouslyhave boughtfromtheirsupplychainbeingincreasinglydeliveredbytheManchesterfacility. Wehavealsolinkedourbusinessdevelopmentresourcesacrossdeliverycentres.The combinedpropositionsoftheGrouparenowbeingofferedtocustomerswhopreviously mayhaveknownusforasingleproductorserviceoffering. A platform for success Duringthefirsthalfoftheyear,weconfirmedtwolargedefencecontracts,onetosupply multipleatmospheremanagementsystemsandtheotheraframeworkcontractfor sparesandsupport,whichprovideslong-termrevenuevisibility.Thebreadthofthese contractsdemonstrateshowourservicesextendbeyondsimplebuildandsupply projectssothatwealsolockinfutureactivitiesandrevenuepossibilitiesoverthe long-termuseandperformanceoftheequipmentweworkwith. TheGrouphasalsoinvestedinmanufacturingandinspectionequipmenttolaunchthe AdvancedManufacturingCentreinManchester.TheAMCwassetupinitiallytosupport theGroup’scontractwithGEOil&Gas(nowBakerHughes,aGEcompany)securedin 17 December2016.Itisequippedwithhighprecision,highcapacitymachiningcentres, metrologyandmanufacturingsystemsthatwillserveawiderangeofopportunitiesin energy,defenceandotherhigh-integrityapplications. Our markets WecontinuetoseestrongdemandforourcoreproductsandservicesintheUKand overseas. IntheUK,weareactiveoncertaincriticalprotectedprogrammesthatareidentified throughtheGovernment’songoingrefreshoftheUK’sStrategicDefence&Security Reviewof2015.Theseprogrammessuchasthenewsubmarinereplacementhavebeen protectedwhilstotherareasofthedefenceestablishmentareunderincreasingpressure withbudgetsseverelycut. Wearealsowitnessingsomemodestrecoveryinthedownstreamoilandgasmarket andanever-presentfocusonsecureinformationandcommunicationssystemsinboth defenceandcivilgovernmentdepartments. Delivering the strategy Inlastyear’sannualreportwecommittedtoagrowthstrategyandhaveprogressedthis planbypursuingfurtheracquisitionstocomplementtheorganicgrowthopportunities thatwerevisiblewithintheexistingbusinessunits.Thetypicalprofileofattractive companiesisprivatelyowned,successfulyetconstrainedinsomewayandwherethe ownersareseekingtorealisevalue. Wehavecontinuedtopursueseveralacquisitionopportunitiesinourtargetsectorsof security,energyandaerospace.Wehavealsoexpandedoursearchparametersasthe traditionalsmalldefencecontractorswehaveexaminedhaveeitherbeenstrugglingfor performance,or,ifsuccessful,havecarriedveryhighvaluations.Ourstrategyremains cleartomakebestuseofthefundswehaveavailableanddoesnotincludepursuing recoveryplaysatthistime. Theacquisitionteamhasexploredawiderangeofengineeringandservicesbusinesses intheUK,EuropeandtheUnitedStates.Thesebusinesseshavespannedanumberof sectorsincludingspace,aviation,complexcontrolsystems,transportationandcyber security.Thisactivitywillcontinuetoidentifysuitablecompaniesthatwillcontributeto ourgrowthplans. Our next steps Aswelooktowardtheyearaheadweseeawiderangeofopportunitiesandincreased marketinterestinwhatwearedoing.Ourgoalistocapitalisefullyonthisbuoyant positionandsoanumberofactionshavebeenplanned: • Pursueinnovationinservicesandpropositionstoworkcreativelywithourcustomers • Communicatethebreadthofourcapabilitiestodemonstratethepotentialvalue ofworkingwithTPG.Thisisimportantforbusinessdevelopment,attractingtalent thoughourrecruitmentandtalkingclearlytoourinvestors andrealisethetruevalueofourcapability add complementary resources to their activities • FullyintegratethePolaristeamtomobilisetheirskillstoourwidercustomerbaseand • Widen our geographic reach through agents in various territories opening their horizonstothegreaterrangeofcapabilitiesacrosstheGroupandsupportingthem fullytocarrythesetolargeclientsallaroundtheworld • AcquireandintegratesuitablebusinessestotheGroup-thereareinteresting opportunities,buttheymustbecarefullyassessedtofindsuitabletechnicalor operationalalignmentalongsideleadershipthatsharesourviewsandapproaches, andofcourseatasensibleprice WithallthattheGrouphasachievedinthelastfewyears,theteamandtheplatform wehavebuilt,andtherangeofopportunitieslaidoutbeforeus,welookforwardtoan excitingyearaheadwithconfidencethatwecancontinuetodeliveronourplans. Annual Report & Financial Statements 2017 18 Group Key Performance Indicators (KPIs) 2017 £M 2016 £M Change £M Revenue 29.5 21.2 Adjusted EBITDA 2.6 1.1 Operating loss (0.5) (0.3) Cashandbankbalances 21.9 9.2 Closingorderbook 32.1 17.0 Orderintake 44.7 23.8 8.3 1.5 (0.2) 12.7 15.1 20.9 Revenue TPG Engineering TPG Services Group revenue Adjusted EBITDA TPG Engineering TPG Services Central costs 2017 £M 23.7 5.8 29.5 2017 £M 4.5 (0.8) (1.1) 2016 £M Change £M 19.0 2.2 21.2 4.7 3.6 8.3 2016 £M 3.2 (1.0) (1.1) Change £M 1.3 0.2 0.0 1.5 AdjustedEBITDAprofit 2.6 1.1 19 CFO’s Financial and Business Review Derren Stroud “IampleasedtoreportthatTPGrouphascontinuedtodelivergrowthand builtanorderbooktosecurefuturebusinessvolume.TheGroupmadea profitonanAdjustedEBITDAbasisof£2.6million,morethandoublethe 2016result.“ FollowingtherefinementoftheGroup’sstrategy,thebusinesshasbeenmanaged duringtheyearthroughtwodistinctbusinessunits,ConsultingandProgrammeServices (“Services”)andEngineeringandTechnology(“Engineering”). Theprincipalactivitiesofthesebusinessunitscomprise: • Services–theprovisionofknow-howandexperiencetoaddvalueinlargeandcomplex enterprises.Servicesincludetechnicalprojectmanagement,systemsengineering, design,softwaredevelopmentandassurance.Thissegment,for2017revenueand AdjustedEBITDA,isacombinationofthepriorsegmentsTPGDesign&Technology,TPG ManagedSolutionsandtheacquiredbusinessesofALSandFSS,andwillincludePolaris infutureperiods. • Engineering–activitiesincludethedesign,manufacture,installationandsupport ofcomplexequipment.Theseincludeairpurificationequipmentforsubmarines includingoxygen/hydrogengenerationandpurification,airhandlinganddistribution systems,heatexchangeequipmentusedintheheatingandcoolingoflargescale industrialprocesses,andotherfabricatedstructures.Thissegmentisacombination ofthepriorsegmentsTPGMaritimeandTPGEngineering. Operating Results Group KPIs 2017deliveredsignificantimprovementinallourKPIs,whichreflectsabalanced approachtostrategicdevelopmentalongsideoperationalfocusonthebusiness fundamentals.Theleadershiphasconcentratedongeneratingdemandforour resources,efficientexecutionofcontracts,tightcontrolofcostsandcontinuous improvementthroughoutthebusiness. Revenue Revenueincreasedby39%to£29.5million(2016:£21.2m),withgrowthinallpartsof thebusiness.Organicgrowthcontributedmorethanhalfofthisincrease(£4.7m),the balancecomingfromacquisitions. Engineeringrealisedgrowthof24%inrevenues,drivenbyincreasedactivityatbothour PortsmouthandManchesterlocations.Wehavebenefittedfromourroleinprotected long-termprogrammesforsubmarinebuildintheUKandourembeddedpositionwith internationalprimecontractorsdeliveringsubmarineprogrammesaroundtheworld. Theserelationshipsdeliveredmajorlong-termcontractwinsthatareconvertingto revenueattheintendedrate. Annual Report & Financial Statements 2017 20 21 Modestimprovementinconditionsinthedownstreamoil&gasandchemicalprocessing sectorsdeliveredadditionalordersandrevenuetotheManchesterfacility. Servicesrevenuesgrewstronglythroughacombinationofnewcontractsinthelegacy defenceconsultingactivity,newworkoutsidedefenceintheDepartmentofTransport andtheadditionoftheacquiredALSandFSSbusinesses. Adjusted EBITDA GroupAdjustedEBITDAincreasedby£1.5millionto£2.6million,anincreaseof142%on the2016resultof£1.1million.Organicgrowthcontributed£1.4mofthisincrease,the balancecomingfromacquisitions. IntheEngineeringbusinessunit,revenuegrowth,executedataconsistentgrossmargin, deliveredanimprovedAdjustedEBITDApositionof£4.5million(2016:£3.2million). StrongperformanceinourUKandoverseasdefencesectorprojectshasbeentempered slightlybyweakerresultsfromouractivityintheoil&gassector.Whilstvolumesin thissectorareimproving,itremainsverypricecompetitiveinourtraditionalareasof activity.Thishascausedgrossmarginstosufferandsupportsourdecisiontodevelop intopremiummarketareaswherecompetitionbecomesmorecapabilityandquality driventhanpurelyprice.ThiswasdemonstratedbytheGroupwinningitsfirstmulti-unit longtermcontractinnuclearpowergenerationattheendof2016,andthesubsequent investmentintheAMCduring2017todrivethebusinessinthisdirection. TheServicesbusinessisakeypartofourgrowthstrategy.Havinglaunchedthe propositionin2016,theGrouphascontinuedtoinvestinpeople,processesand systemstosupportlong-termbusinessgrowth.Newcontractsandrelationshipshave startedtoyieldbenefitsin2017andsowehaveseenanimprovementinbusiness volumeandsomeflowthroughtothegrossmarginlevel.Thisdoesnot,however,fully translatetoAdjustedEBITDAbecausethereisalagofuptoayearfrominvestment inthebusinessinfrastructureandpeopletothedeliveryofbothtop-linegrowthand operatingmargins.Weanticipatethatthesebenefitswillbeseenfrom2018onwards. Asaresult,AdjustedEBITDAimprovedby£0.2millionin2017toalossof£0.8million (2016:loss£1.0m). Group Operating Loss Groupoperatinglossincreasedby£0.2millionto£0.5million.Thiswasdrivenby year-on-yearincrementalnon-operatingexpensesinrelationtobusinesstransformation of£0.5million,aone-timenon-cashimpairmentchargeof£0.5millionrelatingtothe tangibleandintangibleassetsofourlow-endfabricationactivity,basedinOldham, Lancashireandanincreasednon-cashshare-basedpaymentschargeof£0.4million arisingfromthereplacementandissueofmanagementshareoptionsin2017. Cash and bank balances Year-endGroupcashof£21.9million(2016:£9.2m),wasprimarilyduetoreceipts fromtheequityplacementreceivedattheendofJuly2017.Thiswasmarginallybelow expectationsduetothetimingofamajorcustomerpayment(£2.6m)whichwasreceived inearlyJanuary2018. Order book During2017,theGroup’sclosingorderbookincreasedby89%to£32.1million (2016:£17.0million)asaresultofthesuccessfulcaptureofstrategiclong-term contracts.Investmentinbusinessdevelopmentresourceshasdrivenenhancedaccount managementmethodsandconversionofsalescampaignsintheServicesbusiness. Annual Report & Financial Statements 2017 22 Equity raise On28July,TPGroupplcissued336,101,128newordinarysharesatanissuepriceof 6.5pencepershare.Thisraisedatotalof£21.85millionbeforeexpenses,which providedtheGroupwith£20.8million,netofexpenses,tobeusedprimarilytohelp fundtheGroup’sacquisitionprogrammeandotherinternalinvestments. Followingthefundraising,theGroupnowhas758,565,854ordinarysharesinissue,and admittedtotradingonAIM. Acquisitions, investments and disposals TheCompanyannouncedtheacquisitionofALSandFSSinFebruary2017.Thepurchase wascompletedforacombinedinitialconsiderationof£1.25milliononadebt-free,cash- free,normalisedworkingcapitalbasis,fundedfromtheGroup’scashresources.Further considerationofupto£1.5millionmayfalldueonachievingprofitrelatedearn-out targetsoverthefirst20monthsfromcompletion.Themaximumconsiderationpayable forALSandFSS,assumingallearn-outtargetsaremet,is£2.75million. BothcompaniesoperatefromWincanton,Somerset,andbetweenthemprovide systemsengineeringandassurancecapabilitysafety-criticalsoftwareforthedefence, aerospaceandcommercialsectors. WeannouncedtheacquisitionofPolarisinDecember2017foraninitialconsiderationof £1.5milliononadebt-free,cash-free,normalisedworkingcapitalbasis,withamaximum additional£2.0millionpayablealsocontingentonprofitrelatedearn-outtargetsover thefirst21monthsfromcompletion. PolarisoperatesfromofficesinFarehamandBristolanddeliverstechnicalconsultancy includingoperationalanalysis,projectcontrolsandcostengineeringservicesacrossthe defenceandsecuritysectors,withadditionalactivityinenergyandtransportation. TheGroupincurred£0.2millionofacquisition-relatedcosts(2016:£0.0m)predominantly relatingtothetransactionsnotedabove.ThesewerechargedtotheStatementof ComprehensiveIncomeintheyear. TheGrouphascommittedtoinvestinthefacilitiesandstaffalreadyinthebusiness tobuildcapabilityanddevelopourpropositions.AcrosstheGroup,£2.0millionwas investedoncapitalequipmentandnewsystemsandfacilitiesimprovementsin2017. ThemajorinvestmentwasthecommissioningoftheAdvancedManufacturingCentre inManchester,totalling£1.3million.TheAMChasthelatestprecisionengineering equipmentincludinghigh-precisionmachinetoolsandmetrology,whichbetterpositions TPGrouptodelivercomplexengineeringsolutionsinhighvaluesectors.Alocal governmentgrantof£0.2millionwassecuredtowardthefinancingofthisinvestment. OthersignificantinvestmentsweremadeinITsystemsandbusinesstransformation activitiesacrosstheGroup. Postyear-end,thedirectorshavereachedanagreementwiththelocalmanagementto disposeofthetradeandassetsofourlow-endfabricationactivity,basedinOldham, Lancashire,underamanagementbuy-out.Theseassets,followingtheirimpairment, 23 arevaluedatlessthan£0.1millionasat31December2017andwillbedisposedof foratotalconsiderationof£0.3millionpayableoverthenext3years.Theseactivities achievedbreakevenatanoperatingprofitlevelin2017. ThesetransactionsallcontributetotheGroup’stransformationandgrowthstrategy thatfocusesonhightechnologyservicesandengineeringbusinessesinsectorsthatthe Groupknowsandunderstands. Non-operating items Duringtheyear,theGroupincurredone-offnon-operatingcostsof£0.7million (2016:£0.2m).Theserelatetothebusinesstransformationactionsrequiredbythe strategicplan,andincludestaffandcontractterminationcosts,andfacilityliabilities relatingtotheclosureofthelegacyTPGDesign&Technologyoffice. Finance costs Financecostsof£0.1millionwereincurred,predominantlyrelatingtothefairvaluation ofaforwardcurrencyexchangecontract. Taxation TheGroupexpectstoincurcashtaxpaymentsof£0.1mforthe2017financialyear (2016:£nil). Results and dividends Thedirectorsdonotrecommendthepaymentofadividend(2016:£nil). Going concern ThedirectorsaresatisfiedthattheGrouphasadequateresourcestocontinuein businessfortheforeseeablefutureandaccordinglycontinuetoadoptthegoing concernbasisinpreparingtheaccounts.Inreachingthisconclusion,thedirectorshave consideredforecaststhatcoveraperiodofatleasttwelvemonthsfromthedateofthe approvalofthesefinancialstatements. TheforecaststakeintoaccounttheGroup’sexistingcashresourceswhich,asaresult oftheequityraiseof£20.8millioninJuly2017,providessufficientinsulationagainstany reasonabledownsidescenariosandrisks. Annual Report & Financial Statements 2017 24 25 Corporate and Social Responsibility AtTPGroup,wetakeprideinourglobalreputationforprovidingspecialist services and engineering solutions in a manner that never compromises our integrityorourhighstandardsofbusinessconduct.Wetakeseriouslyour responsibilitytobehaveinamannerwhichisbothresponsibleandethical. Thiscodeappliestoallofficers,employees,workers,contractorsandall thoserepresentingTPGroup(includingitssubsidiaries)inanycapacity. Equality of opportunity Wecreateanenvironmentwhereindividualsaretreatedwithdignityandrespect,inline withourdutytoprovideequalopportunitiestoall. Werespecthumanrightsanddonotdirectlyorindirectlydiscriminatebetweenpersons basedonreasonsofrace,creed,sex,gender,sexualorientation,socialstatus,religion, nationality,pregnancy,ageorbodilyormentaldisability. Werespectthecultures,customsandhistoryofeverycountryinwhichweoperateor withwhomwemaycomeintocontact. Healthy work environment Werespectoneanotherandmakeeveryefforttoensurethattheworkenvironment, whetherinanoffice,workshoporotherlocationwhereworkiscarriedout,isanopen andcomfortableenvironment. Nooneshoulddisturbthesounddiscipline,environmentandgoodorderofthework environmentbyconduct,suchassexualharassment,whichiscontrarytopublicorder andgoodmoralstandards. Wedonottolerateanyformsofbullying.Fortheavoidanceofdoubt,bullyinginvolves anyoffensive,intimidatingorinsultingbehaviourinvolvingthemisuseofpowerthatcan makeapersonfeelvulnerable,upset,humiliated,underminedorthreatened. Ifsomeone’sactionsintheworkenvironmentareoffensiveandhostile,weencourage otherstospeakupwithoutfearsothatwecanremedythesituationquicklyand sensitively. Service standards to clients/customers Welistenwithsinceritytotheopinionsofcustomersandshallreflectupontheminthe carryingoutofbusinessaffairsinthefuture. Weshallprovidecustomerswithaccurateinformation(properlabellingand representation)relatingtoproducts,services,etc.inordertoachievecustomer reassuranceandsatisfaction. Annual Report & Financial Statements 2017 26 27 Compliance with anti-corruption law Inourbusinessdealingsweneveractinamannerwhichresultsinanillegalrestraintof trade,suchascollusionintenderorcollusionwithaviewtothefixingofpricelevelsor levelsofproductionorsupplyorthedivisionofmarkets. Weneverconductunfairtradepractices,suchasboycott,resalepricemaintenanceor paymentofunjustifiedrebates. Anti-bribery, gift and favour Wetakeazero-toleranceapproachtobriberyandarecommittedtoacting professionally,fairlyandwithintegrityinallourbusinessdealingsandrelationships whereverweoperate. Weconductourselvesinanethicalandresponsiblemannerinthecommunitiesinwhich wework.Inparticular,wedonot: • renderpublicofficialsorpersonsinasimilarposition,anyeconomicfavoursuchas money,giftorotherfavourinreturnforperformanceoftheirduties. • payanyagent,advisororconsultantanycommissionwhichtheyhavereasonto knowwillbeusedforinfluencingpublicofficialsorpersonsinasimilarpositioninan unlawfulmanner. • renderemployeesorofficersofcustomersanyeconomicfavoursuchasmoney,gift orotherfavour,thevalueofwhichisgreaterthanagenerallyacceptedcommercial level,norreceivesucheconomicfavourfromemployeesorofficersofcustomers. Conflicts of interest Ourbusinessjudgementisfreefrombias,conflictsofinterestorundueinfluenceof others.Anysituationthatmightinterferewithourabilitytoperformourjobseffectively, orevencreateanappearanceofbias,shouldbeavoided.Inparticular,employees shouldnot: • participateinanyactivityorassociationwhichcreatesorappearstocreateaconflict betweenhisorherpersonalinterestandTPGroup’sbusinessinterest. • useTPGroup’sproperty,assetsorinformationsystemforanypurposeotherthan thatofTPGroup’sbusiness. Treatment of confidential information Westrivetoprotectthosewhohaveplacedtheirtrustinus.Wethereforeconductour businesswithtransparencyandhonesty.Assuch,employeesshould: • holdanysecretinformationofTPGroupasstrictlyconfidentialandshouldnotdivulge suchinformationtoanythirdparty,norshouldtheyusethesameforanypurpose otherthanthatofthebusinessofTPGroup. • notinfringetheintellectualpropertyrightsofanythirdparty,includingthecopyingof computersoftware,withoutexpresspermissionofsuchthirdparty. • timelydiscloseanyinformationofTPGroupinaccordancewithanylawsand regulations protecting the interests of investors including the rules of any relevant stockexchanges. IfemployeesbecomeacquaintedwithanyinformationoftheTPGrouporitscustomers whichmaymateriallyinfluencethejudgementofinvestorsintheTPGrouporin suchcustomers,theyshouldnotsellorpurchaseanystockofTPGrouporstockof suchcustomersunlessanduntilsuchinformationbecomespublicandinanyevent employeesshouldcomplywithallrelevantinsiderdealinglawsincludingbutnotlimited totheMarketAbuseRegulations2016. Weunderstandtheimportanceofensuringtheprivacy,securityandappropriate handlingofthedataofandrelatingtoemployees,customersandsuppliers,including allpersonaldataandweensurethatthisismanagedeffectivelythroughpolicies, procedures,educationandauditsthroughoutourbusinesses.Preparationfor compliancewithGeneralDataProtectionRegulation2016/679startedinAugust2016 andisontracktoensurewearefullypreparedforitsintroductioninMay2018. Governmentagenciesrelyontheaccuracyoftherecordswehold.Assuch, employeesshould: • makeaccurateandtimelyaccountingreportsandshouldnotmakeanyfalseor misleadingentriesinthecompany’sbooksandrecords. • notusetheassetsorfundsofthecompanyforanyunlawfulpurpose,norshouldthey establishormaintainundisclosedorunrecordedassetsorfunds. No modern slavery Modernslaverytakesvariousforms,suchasslavery,servitude,forcedorcompulsory labourandhumantrafficking,allofwhichinvolveaviolationoffundamentalhuman rightsbyanotherinordertoexploitthemforpersonalorcommercialgain. Wetakeazero-toleranceapproachtomodernslaveryandarecommittedtoacting ethicallyandwithintegrityinallourbusinessdealingsandrelationships.Assuch, employees: • areencouragedtoraiseconcernsaboutanyissueorsuspicionofmodernslavery inanypartsofourbusinessorsupplychainsofanysupplierattheearliest possiblestage. • iftheybelieveorsuspectabreachofthispolicyhasoccurredorthatitmayoccur theymustnotifytheirmanagerorreportitinaccordancewithourWhistleblowing Policyassoonaspossible. Protection of the environment Wecomplywithalllawsandregulationsconcerningtheprotectionoftheenvironment andmakeeveryefforttobeinformedandawareofenvironmentalissuesconcerning TPGroupanditsbusiness. AllbusinessundertakenbyTPGroupshouldbeconductedinaccordancewiththelaws andregulationsconcerningtheprotectionoftheenvironmentandeveryeffortshould bemadetotrytoensure,sofarasreasonablypossible,thatTPGroup’sbusinessdoes notcausedamagetotheenvironment,andtherelevantemployeesshouldalways conductanenvironmentalassessmenttoensurethatthisisthecase. Report and sanction Ifanemployeefindsevidenceofviolationoftheseguidelines,heorsheshouldinform thebusinessimmediately.Employeesshouldcooperateinanyinvestigationofsuch allegedviolation. If,asaresultoftheinvestigation,itbecomesclearthattherewasaviolationofthe guidelines,sanctionswillbeimposedontheviolator(andpossiblyonhisorher superiors)inaccordancewiththeregulationsofTPGroupinforcefromtimetotime. Thepersonsconcernedwiththeinvestigationofsuchallegedviolationshouldmake everyefforttopreventsuchinformantandotheremployeeswhocooperateinsuch investigationfromsufferinganydisadvantage. Annual Report & Financial Statements 2017 28 Principal Risks and Uncertainties Inadditiontothefinancialriskmanagementthatisdetailedinnote27to thefinancialstatements,managementhasidentifiedanumberofkeyrisks anduncertaintiesthatcouldhaveamaterialimpactontheGroup.Risksare reviewedbytheBoardandappropriateprocessesandcontrolshavebeen implementedinrespectofmonitoringandcontrol. TheGroup’sstrategyisimplementedtoachievethefollowingkeyobjectives: Deliverpremiumservicesandengineeringinhigh-technologyapplications andmarketsectors Growthebusinessorganicallythroughinvestmentinpeople,systemsandfacilities Growthebusinessbytheacquisitionofsuitablyalignedcompanies Concentrateonhigh-valuemajoraccounts Develop our international footprint 1 2 3 4 5 Thetablebelowdetailskeyrisksthathavebeenidentifiedandthestrategicthemes theymostimpact.Theyarealsocharacterisedintermsofthedirectors’perceptionsof changesintherisksfacingthebusiness. Increasinglikelihoodorseverityofimpact Nochangeinlikelihoodorseverityofimpact Decreasinglikelihoodorseverityofimpact Risk Management strategy Change 1. Government policy, regulation and legislation 2 3 5 29 Brexit Brexit is expected to have limited impact on the Group as a result of our competitive position in thekeyprogrammeswesupportacrossEurope. Wewillcontinuetomonitorourpositionasthe exitdatedrawscloser. Revenuegeneratedfrom defence and energy industry contractsareimpactedby government policies and legislation. Defencecontractsarewithlong-termcustomers withwhomwehavewellestablishedandclose workingrelationships.Defencepolicy,atleastin theUK,hasprotectedthekeyprogrammeswe areactiveon.Thisrisktypicallyimpactsrevenue timingonly. Thereareunderlyingrisks associatedwithhealth,safety, environmental,privacyandsocial regulations. TheserisksaremanagedbytheGroup’s accreditationunderBSENISO14001 (EnvironmentalManagementSystem)and OHSAS18001(OccupationalHealthandSafety ManagementSystem).TheGroupisimplementing measurestocomplywithGDPRduringthefirst halfof2018. 2. Customers, competitors and commercial relationships 1 2 4 Commercial contracts for customersmaybelargeand longterm,withrisksrelating to contract delivery and performance,includingcost. Internal procedures are in place to ensure that risksaremanagedonacase-by-casebasisso thatcontractscanbesuccessfullydeliveredto customersontime,onbudgetandtothehighest qualityspecification. TheGrouphasanumberof majorcompetitorsinitskey marketswithvaryinglevels ofcapabilityandcompetitive proposition. TheGroup’sapproachistomanagebusiness developmentprimarilythroughthebusiness unitteamswhoarecloselyalignedtotheir propositions and the competitive threats theyface. Know-howhasbeenbuiltupovertime,andclose relationshipswithcustomersprovideinsightinto trendsintherequirementwhichcreatebarriersto entryforcompetitors. TheGroupisaffectedbythe commercial conditions in the energyanddefencemarkets. TheGroupcarriesoutreviewandanalysisof emergingtrendsinourkeymarketsincluding politicalandeconomicaspects.Thismarket intelligence informs strategy and planning decisionsattheGroupandbusinessunitlevels. The Group has a niche position inthenavaldefencemarket.The mainexternalmarketrisksrelate topoliticalandsocio-economic factors. Closelinkswithcustomersandsuppliersprovides insightintofuturetrendsandissuesthatallow managementactionstobetakenattheearliest opportunity. Groupdiversificationreducestheoverallextentof thisriskandourinvolvementincertainprotected UKprogrammes,andgrowthinoverseas opportunitiesworksinourfavour. Annual Report & Financial Statements 2017 Risk Management strategy Change 30 3. Acquisitions Issues may arise from an acquisitionthatcouldadd unexpectedcostsorliabilitiesto theGroup. Suchriskscannotbeeliminated,howeverthey aremitigatedthrough,amongstotherthings, duediligence,vendorwarrantiesandintegration plansdevelopedandexecutedinatimelyfashion. Allacquisitionsaredirected,approvedand monitoredbytheBoard. 4. Availability of key resources Keyemployeeknowledgeand skillbase Majorcapitalassets-theGroup dependsontheperformance, reliabilityandavailabilityof certainkeyequipmentand informationtechnologysystems. TheGroupseekstoavoidsinglepointsoffailure orcapacityconstraintsbyattractingandretaining suitablyskilledandexperiencedstafftosupport thebusinessperformance. This is achieved through appropriate and competitiveremunerationpackages,aframework for personal and professional development andworkingenvironmentsthatmakeTPGan attractiveplacetowork. TheGroupseekstoavoidsinglepointsoffailure orcapacityconstraintsbymanagingtechnical focusacrossteams. Attractionofsuitablyskilledandexperienced stafftosupportthegrowthofthebusinessmay lead to increased costs or constraints on delivery ofcustomerprojects.TheGrouphasgood relationshipswithanapprovedlistofrecruiters withgoodmarketcoverage,utilisesthenetworkof existingexperiencedstafftoidentifycandidates, andhastakenstepstopositionandpresentthe Groupasanappealingplacetowork. 5. Technology and security Cybersecuritythreatscomeina numberofforms,posingariskto sensitive data held in the normal courseofbusiness,aswellas businessinterruptionrisk. TheGrouphasimplementedCyberEssentials acrossitsbusinessesandcontinuouslyreviews thequalityofitssecurityshieldsandprotocolsto mitigatethethreat. 3 1 1 31 The Report and Accounts are approved by the board of directors and signed on their behalf on 16 April 2018 by: Derren Stroud Chief Financial Officer Registered number: 3152034 Registered office: A2/1064, Cody Technology Park, Farnborough, Hampshire GU14 0LX Annual Report & Financial Statements 2017 32 Board of Directors 33 Executive directors Phil Cartmell Chief Executive Officer PhilCartmellwasappointedtotheBoardinSeptember2009.Hehasahighlyactive careerinbusiness,havingformerlybeenChiefExecutiveofVegaGroupplcbetween 2001and2008,wherehegrewthecompanyintoaleadingEuropeanaerospaceand defencebusiness.InFebruary2008,VegaGroupwasacquiredbyItalianmulti-national, Finmeccanica,forasubstantialpremium.PhilhasservedasaNon-ExecutiveDirector andadviserforanumberofcompaniesincludingAlterianplcaleadingproviderof GlobalInformationManagementSolutions,wherehewasNon-ExecutiveChairmanuntil itsacquisitionbySDLplcinJanuary2012andTrafficmaster. Derren Stroud Chief Financial Officer DerrenStroudwasappointedtotheBoardinMarch2016.Derren,amemberof theCharteredInstituteofManagementAccountantshasover20yearsofindustry experience,includingseniorfinancerolesatRetailDecisions,EnvoxandSafenet.Hehas workedwithinarangeofspecialistinnovationandengineeringbusinesses,withboth publicandprivateequitybacking,servingaglobalcustomerbasefrommanufacturing andcommercialsitesworldwide. Non-executive directors Andrew McCree Non-Executive Chairman AndrewMcCreewasappointedtotheBoardinOctober2014andhasover35years’ experienceofenergyandenvironmentaltechnologyandconsultingbusinesses,with anextensiveknowledgeoftechnologiesandmarkets.Followinghisearlycareerwith BPExploration,hethenjoinedtheUKAtomicEnergyAuthority(UKAEA)andin2005 becameChiefExecutiveofAEATechnology.Since2011hehasworkedforGustin Partners,aUSspecialistconsultingbusiness.Hisprincipalrolehasbeentoadviseon arangeofdefence,energyandclimatechangemattersworkingwithbothgovernment agenciesandprivatesectorclients. Phil Holland (appointed 21 February 2017) Non-Executive Director PhiljoinedtheGroupinFebruary2017.Heisacharteredaccountantandhasover 20years’experienceinboard-levelfinanceroles,previouslywithAtlasEstatesLimited, LaingO’Rourkeplc,TeeslandplcandEstates&Generalplc.In2011,PhilbecameFinance DirectorandDeputyManagingDirectorofPrimaryHealthPropertiesPLC(‘PHP’),a leadinginvestorinprimarycarerealestate,withaportfolioofover300medicalcentre propertiesacrosstheUKandRepublicofIreland,untilleavingthatroleon31March 2017.PhiljoinedPrimeplc,ahealthcarerealestatedeveloperasChiefInvestment Officeron10April2017.PhilchairstheAuditCommitteeandhasheldthispositionsince appointment. Jeremy Warner-Allen (appointed 27 February 2017) Non-Executive Director JeremyjoinedtheGroupinFebruary2017.Hehasover25years’experienceincapital markets,mostrecentlyasExecutiveDirector,BoardMemberandHeadoftheGrowth CompaniesTeamatCenkosSecuritiesplc,whereheadvisedanumberofAIMcompanies overaperiodof11years.PriortojoiningCenkos,hewasafoundingmemberofBeeson GregoryLimitedandresponsiblefortheUKsalesdesk,aroleheretainedwhenBeeson GregorymergedwithEvolutionSecuritiesin2002.JeremychairstheRemuneration Committeeandhasheldthispositionsinceappointment. Annual Report & Financial Statements 2017Report of the Directors 34 The directors present their report together with the audited financial statements for the year ended 31 December 2017. Report of the Directors (continued) Capital management (continued) (cid:3) (cid:3) 35 Principal activity TP Group is a professional services and technology partner to global prime contractors that are active in security, energy and aerospace programmes. We advise on management and technology solutions and deliver with advanced manufacturing skills and expertise. Our team combines world-class skills in complex technologies with modern design and manufacturing facilities to provide a fully balanced and agile support network to our customers and partners wherever they may be. The Group consists of two interlinked business units:  Consulting & Programme Services - advising clients on strategic problems and implementing  technology-driven solutions; and Engineering & Technology - capability to design, manufacture and support mission-critical systems. Results and dividends In July 2017, the Group raised further funds through an issuance of ordinary shares. On 28 July, 336,101,128 shares were issued for trading on AIM at an issue price of 6.5 pence per share. This raised gross proceeds of £21.8 million, realising £20.8 million net of fees and 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 admitted to trading on AIM. Creditor payment policy The Group and Parent Company seek to agree payment terms with their suppliers in advance of a transaction and will pay in accordance with the agreed terms as long as the Group and Parent Company are satisfied that the supplier has provided goods and services in accordance with the order. The Group’s creditor payment period was 31 days (2016 - 31 days). The Parent Company’s creditor payment period was 31 days (2016 - 35 days). The directors do not recommend the payment of a dividend (2016 - £nil). Employees The results of the financial year and future developments of the Group are detailed in the Strategic Review and the Financial and Business Review. Research and development Total R&D expenditure in the year was £0.2m (2016 - £0.8m), all of which was charged to the income statement in the year. Capital management Capital consists of equity attributable to the shareholders of TP Group plc (the “Parent Company”). The primary objective of the Group’s capital management actions is to ensure that it maintains sufficient capital to support the on-going expenditure requirements of the business with a view to future commercial success from these activities in order to maximise shareholder value. The Group manages its capital structure and makes adjustments to it in light of working capital requirements. To adjust the capital structure, the Group may issue new shares or raise debt capital. The success of the Group depends on maintaining a highly qualified and well-motivated workforce. Every effort is made to achieve a common awareness of the financial and economic factors affecting the performance of the Group. Regular communication with all employees is essential and achieved by informal meetings, email updates and internal briefings. The Group’s Equality Policy encourages recruitment, training, career development and promotion on the basis of professional capability and is committed to retaining and retraining as necessary employees who become disabled during the course of their employment. Directors' and Officers' liability insurance The Group has purchased liability insurance covering the directors and officers of the Parent Company and its subsidiaries. (cid:3) (cid:3) Annual Report & Financial Statements 2017 Report of the Directors (continued) Directors and their Interests 36 The directors during the year and up to the date of this report were as follows: Executive P Cartmell S Kings (resigned 9 February 2018) D Stroud Non-executive A McCree P Holland (appointed 21 February 2017) J Warner-Allen (appointed 27 February 2017) Directors’ interests in shares are shown in the Remuneration Report. Related party transactions These have been disclosed within note 30 to the accounts. Auditor Each of the persons who is a director at the date of approval of this report confirms that:  so far as the directors are aware, there is no relevant audit information of which the Group’s auditor is unaware; and the directors have taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information to establish that the Group’s auditor is aware of that information.  The confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006. Deloitte LLP have expressed their willingness to be re-appointed for another term. A resolution to re- appoint them as the Group’s auditor will be proposed at the next annual general meeting. By order of the board Claire MacPherson Company secretary Cody Technology Park Old Ively Road Farnborough Hampshire GU14 0LX 16 April 2018 (cid:3) Corporate Governance Report Principles of Good Corporate Governance (cid:3) 37 The Group is committed to high standards of corporate governance. It has adopted procedures to institute good governance insofar as it is practical and appropriate for an organisation of its size and nature, notwithstanding the fact that companies that have securities traded on the AIM market operated by the London Stock Exchange are not required to comply with the Combined Code as appended to the Listing Rules issued by the Financial Conduct Authority. Whilst not required to comply with the Combined Code, the Group has chosen to give selected disclosures which they believe are necessary or valuable to readers. As the Group grows, it will regularly review the extent of its corporate governance practices and procedures. At its current stage of development, the Parent Company does not consider it appropriate to be fully compliant with the Combined Code. On 9 March 2018 the London Stock Exchange announced that all AIM companies will be required to apply a recognised corporate governance code from 28 September 2018. The Group is reviewing the small selection of recognised corporate governance codes that are proportionate to a company of its size, such as the Quoted Companies Alliance “Corporate Governance Code for Small and Mid-Size Quoted Companies”, and will select and apply and appropriate code at the earliest opportunity ahead of the required date. Application of Principles Directors Following the departure of Richard King at the end of 2016 and Andrew McCree assuming the role of non-executive Chairman, two new independent non-executive directors were appointed to the board in February 2017, taking the total to three. Until February 2018 the board included three full time executive directors, which was then reduced to two. The board met 9 times in the year and is provided with relevant information on financial, business and corporate matters sufficiently prior to meetings to enable it to properly discharge its duties. The board is responsible for overall Group strategy, acquisition and divestment policy, approval of the budget, approval of major commercial contracts and capital expenditure projects and consideration of significant operational and financial matters. The board is responsible for effective risk management across the Group and retains ownership of the significant risks that are faced by the Group. This includes ultimate responsibility for determining and reviewing the nature and extent of the principal risks faced by the Group and assessing the Group’s risk management processes and controls. These systems and controls are designed to identify, manage and mitigate risks that the Group faces but will not eliminate such risks and can provide reasonable but not absolute assurance. The Group’s risk management processes include the close involvement of the executive directors in the day-to-day running of the business and regular reports submitted to and considered at meetings of the board and its committees. The board also considers employee issues, key appointments and compliance with relevant legislation. The board has both an Audit and a Remuneration Committee. The board does not consider it necessary to constitute a separate Nominations Committee and all members of the board are consulted on the potential appointment of a new director or a company secretary. All directors can receive appropriate training as necessary and are able to take independent professional advice in relation to their duties if necessary at the Parent Company’s expense. Directors are subject to re-election in accordance with the Articles of Association. (cid:3) (cid:3) Annual Report & Financial Statements 2017 Corporate Governance Report (continued) Corporate Governance Report (continued) Application of Principles (continued) 38 Relationship with shareholders Application of Principles (continued) Responsibility statement We confirm that to the best of our knowledge: (cid:3) (cid:3) 39 The board attaches a high importance to maintaining good relationships with all shareholders. The board holds regular meetings with institutional shareholders to keep them updated on the Group’s performance, strategy, management and board membership. In addition, the board welcomes as many shareholders as possible to attend the Parent Company’s Annual General Meeting and encourages an open discussion after the formal proceedings. The executive directors give regular briefings to a number of analysts, who cover the Group’s sector and actively encourage more analysts to follow the Group. Directors' responsibilities The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company Law requires the directors to prepare financial statements for each financial year. Under that law, the directors are required to prepare the Group financial statements in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union and have also chosen to prepare the parent company financial statements under IFRSs as adopted by the EU. Under Company Law, the directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period. In preparing these financial statements, International Accounting Standard 1 requires that directors:     properly select and apply accounting policies; present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and assess the Group’s ability to continue as a going concern The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Parent Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Parent Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.    the financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Parent Company and the undertakings included in the consolidation taken as a whole; the strategic report includes a fair review of the development and performance of the business and the position of the Parent Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Parent Company’s position and performance, business model and strategy. Audit Committee The Audit Committee, comprises three non-executive directors and is chaired by Philip Holland, being appointed as chair in February 2017 upon his appointment to the board. The Committee has specific terms of reference that deal with its authority and duties. It meets at least twice a year, with the executive directors, and the auditor attending by invitation. The Committee reviews the independence and objectivity of the auditor each year. The Committee reviews the adequacy of the Group and the Parent Company's internal controls, accounting policies and financial reporting and provides a forum through which the Parent Company's external auditor reports to the non-executive directors. The chair of the committee meets periodically with the auditor away from management to discuss matters relevant to the Group. The board has decided that the size of the Group does not justify a dedicated internal audit function. This position will be reviewed as the Group's activities increase. Going Concern A review of going concern is included within the accounting policies described in note 2 to the Financial Statements. (cid:3) (cid:3) Annual Report & Financial Statements 2017 (cid:3) Corporate Governance Report (continued) Internal Control and Risk Management 40 The board has overall responsibility for ensuring that the Group and the Parent Company have processes to identify, evaluate and manage key risks. The nature of the Group’s business comprises a mix of commercial design, manufacturing, system engineering and through life support. The processes are designed to manage and minimise risk of failure to achieve the Parent Company's strategic objectives, and can only provide reasonable, and not absolute, assurance against material misstatement or loss. The Audit Committee is delegated responsibility for reviewing the Group’s systems of risk management and their effectiveness on behalf of the Board. These systems and processes have been in place for the year under review and remained in place up to the date of approval of the Annual Report and accounts. The directors consider that the present system of internal control is sufficient for the needs of the Group and the Parent Company and adequately addresses the risks to which the Group is perceived to be exposed. On behalf of the board Philip Holland Chairman, Audit Committee 16 April 2018 Remuneration Report Unaudited Information Remuneration Committee (cid:3) 41 The Remuneration Committee, as of April 2018, is made up of three non-executive directors and is chaired by Mr Jeremy Warner-Allen. Meetings were attended by the Chief Executive by invitation. The Remuneration Committee sets and annually reviews the terms and conditions of employment of the executive directors. The remuneration of non-executive directors is fixed by the board as a whole. Remuneration Policy The Parent Company's policy on executive directors' remuneration is to attract and retain high quality executives by paying competitive remuneration packages relevant to each director's role, experience and the external market. The packages include a basic salary, pension contributions, bonus scheme and share options. Share options are granted with performance conditions. Service Agreements Executive directors are employed on service contracts with either 6 or 12 month notice periods. Non- Executive directors are appointed on three year contracts, with no notice period. Audited Information Directors' Emoluments Basic salary or fees £000 Pension contributions £000 Other benefits £000 Total emoluments 2017 £000 Total emoluments 2016 £000 257 161 140 - - 52 27 25 - 12 11 10 - - - - - - 36 17 14 - - - - - - 305 189 164 - - 52 27 25 - 460 216 146 69 222 32 - - 52 Executive P Cartmell S Kings D Stroud1 M Blomley2 M Crawford2 3 Non-executive A McCree P Holland4 J Warner-Allen4 R King2 662 33 67 762 1,197 1 Directors’ 2016 emoluments recorded relate only from date of appointment to the board in March 2016. 2 Directors resigned during 2016 and emoluments relate to the period through to resignation. 3 Includes a termination payment of £201,050. 4 2017 emoluments are for the period from the date of appointment to the board in February 2017. (cid:3) (cid:3) Annual Report & Financial Statements 2017 Remuneration Report (continued) Directors' Share Options 42 (cid:3) Remuneration Report (continued) Directors' Interests (cid:3) 43 The interests of the directors, who were in office during the financial year, in options over the new Ordinary Shares at 31 December 2017 and 31 December 2016 were: As at 31 December 2016 Exercised in year number Number Cancelled in year number Issued in year Number As at 31 December 2017 number Exercise price (p) Lapse date Executive P Cartmell P Cartmell P Cartmell P Cartmell D Stroud S Kings S Kings Non- executive A McCree 3,000,000 4,000,000 2,300,000 - - 250,000 - 250,000 - - - - - - - - (3,000,000) (4,000,000) (2,300,000) - - - - - - 15.00 9 December 2020 10.00 9 April 2024 10.00 21 May 2025 - 22,179,398 22,179,398 7.00 9 May 2027 - 9,980,729 9,980,729 7.00 9 May 2027 (250,000) - - 10.00 5 October 2024 - 9,980,729 9,980,729 7.00 9 May 2027 - - 250,000 10.00 30 September 2024 The closing mid-market price of an Ordinary Share as quoted on the Daily Official List as published by the London Stock Exchange was 6.000p at 31 December 2017 and in the period 1 January 2017 to 31 December 2017 was a closing mid-market high of 8.375p per Ordinary Share and a low of 5.250p per Ordinary Share. The directors who were in office during the financial year, and appointed prior to the date of this report, had the following beneficial interests in the Ordinary Shares of the Parent Company at 31 December 2017, at 31 December 2016 and at the date of this report: Number held at Number held at Number held at 31 December 2017 16 April 2018 31 December 2016 Ordinary Shares of Ordinary Shares of Ordinary Shares of 1 pence each 1 pence each 1 pence each P Cartmell A McCree S Kings1 D Stroud P Holland J Warner-Allen 3,136,105 333,847 1,557,693 653,847 421,978 1,854,945 3,136,105 333,847 n/a 653,847 421,978 1,854,945 2,520,700 180,000 1,250,000 500,000 - 350,000 1 S Kings resigned as a director on 9 February 2018 and therefore only his shareholdings as of 31 December 2017 and 31 December 2016 are disclosed. On behalf of the Remuneration Committee Jeremy Warner-Allen Chairman, Remuneration Committee 16 April 2018 (cid:3) (cid:3) Annual Report & Financial Statements 2017 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TP GROUP PLC Conclusions relating to going concern (cid:3) Report on the audit of the financial statements 44 Opinion In our opinion:     the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2017 and of the group’s loss for the year then ended; the group financial statements have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union; the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements of TP Group plc (the ‘parent company’) and its subsidiaries (the ‘group’) which comprise:       the Consolidated statement of comprehensive income; the Consolidated and Parent company statement of financial position; the Consolidated statement of changes in equity; the Parent company statement of changes in equity; the Consolidated and Parent Company statement of cash flows; the Consolidated and Parent Company financial statement related notes 1 to 31; The financial reporting framework that has been applied in their preparation is applicable law and IFRSs as adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law. Our responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the group and the parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Summary of our audit approach Key audit matters The key audit matters that we identified in the current year were: - Revenue recognition on long-term contracts; and - Provision for warranty. Materiality Scoping The materiality that we used for the Group financial statements was £400,000, which equates to 1.5% of Revenue. We have performed full scope audits of all components excluding non- trading entities, providing full coverage of the Group’s revenue, Group’s net assets and the Group’s profit before tax. (cid:3) We are required by ISAs (UK) to report in respect of the following matters where: • the directors’ use of the going concern basis of accounting in preparation of the financial statements is not appropriate; or • the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group’s or the parent company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue. We have nothing to report in respect of these matters 45 Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Revenue recognition on long-term contracts Key audit matter description How the scope of our audit responded to the key audit matter Revenue in the engineering and services businesses is recognised when significant risks and rewards of ownership are transferred to the buyer in line with IAS 18. The key audit matter relates to contracts accounted for under the percentage-of-completion method per IAS 18. There is a heightened risk around the accuracy of the cost to complete estimates for contracts spanning the year end and the recoverability of accrued income of £5.7m as disclosed in note 15. These estimates are reviewed by Management and represent their best estimate of the stage of completion on open contracts at 31 December 2017. The accounting policy is described in more detail in note 2.5. We have performed the following procedures in order to address this key audit matter: - Inspected a sample of contracts to establish the terms and conditions, along with the milestones for revenue recognition. - Made enquiries of lead engineers for each project to assess the stage of completion and estimated costs to complete. - Recalculate revenue recognised on the contract as at 31 December 2017 based on stages of completion and costs incurred to date. - Contracts have been assessed for post balance sheet performance and out-turn against that forecast. - Assessed the recoverability of any accrued income by verifying to signed contract, post year-end billing/payment and third-party correspondence where appropriate. Annual Report & Financial Statements 2017 Key observations From the work performed, we concluded that revenue recognised on the contracts spanning the year end is appropriate. 46 Provision for warranty Key audit matter description Since 2014, a subsidiary of the Group has been providing for the rectification of a faulty component provided to one customer. How the scope of our audit responded to the key audit matter The Group has provided £436,000 in note 23 in these financial statements under IAS 37 Provisions. This is its best estimate of the expected outflow associated with this obligation. The provision requires a significant amount of estimation owing to the inherent uncertainty in the cost and time required to amend the component, and as such this represents an area of judgement for Management. We have reviewed the assumptions used in management’s calculation in the provision. Our procedures included the following: - Discussed with the CFO and operational staff involved in the project with the customer and reviewed their documentation in order to understand the process and costs to resolve the identified issue. - Reviewed the probability of the best and worst case scenario in terms of costs to be incurred in order to resolve the identified issue. - Assessed the value calculated by Management on each of the scenarios presented and assessed their relative likelihood based on past experience within the Group. Key observations As a result of our work, we have concluded that the provisions held by the Group in relation to the provision for future costs appear reasonable based on the evidence available. Group financial statements Parent company financial statements Materiality £400,000 £160,000 47 Basis for determining materiality Our materiality of £400,000 is determined based on 1.5% of consolidated revenue. Our materiality of £160,000 equates to 1.3% of the parent company equity. This has been capped at 40% of Group materiality. The parent company’s principal activity is not to generate revenue, but more to provide the subsidiary entities with expertise through the experience of the Board and Management. As such, the investments are the key component of the individual financial statements and therefore equity is deemed to be a more representative and stable view of how the company is performing. Rationale for the benchmark applied In determining our benchmark we considered the focus of the principal users of the financial statements and the stability of the metrics. Revenue is a key performance measure for the Group, as this is one of the key metrics reported to the markets and considered to be a key share price driver. We considered alternative benchmarks such as profit/loss before tax and adjusted EBITDA. Loss before tax are considered to be too volatile year-on- year for us to form a consistent and representative view on materiality. adjusted EBITDA and We therefore concluded that Revenue is the most appropriate basis on which to determine materiality. We agreed with the audit committee that we would report to them all audit differences in excess of £20,000 for the Group and £8,000 for the parent company, as well as differences below that threshold that in our view, warranted reporting on qualitative grounds. We also report to the audit committee on disclosure matters that we identified when assessing the overall presentation of the financial statements. Our application of materiality An overview of the scope of our audit We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: Our group audit was scoped by obtaining an understanding of the group and its environment, including group-wide controls, and assessing the risks of material misstatement at the Group level. Based on that assessment we focused our group audit scope primarily on audit work at all components of the group, inclusive of the parent company but excluding non-trading entities of the Group. All of these companies were subject to a full audit. These components represent the principal business units and account for 100% of the Group’s net assets, revenue and pre-tax profit. They were selected to provide an appropriate basis for undertaking audit work to address the key matters identified above. Our audit work at the components was executed at levels of materiality applicable to each individual entity which were lower than group materiality, ranging between £160,000 and £300,000. At the parent company level we tested the consolidation process and performed analytical review procedures on entities outside of those subject to full scope audit procedures to confirm that there were no significant risks of misstatement relating to those entities. Annual Report & Financial Statements 2017Other information Report on other legal and regulatory requirements (cid:3) 48 The directors are responsible for the other information. The other information comprises the information included in the annual report other than the financial statements and our auditor’s report thereon. We have nothing to report in respect of these matters. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. Responsibilities of directors As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Use of our report This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed. (cid:3) 49 Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit:  the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.  In the light of the knowledge and understanding of the group and or the parent company and their environment obtained in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report. Matters on which we are required to report by exception Adequacy of explanations received and accounting records Under the Companies Act 2006 we are required to report to you if, in our opinion:  we have not received all the information and explanations   we require for our audit; or adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or the parent company financial statements are not in agreement with the accounting records and returns. We have nothing to report in respect of these matters. Directors’ remuneration Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration have not been made. We have nothing to report in respect of this matter. SIMON OLSEN FCA (SENIOR STATUTORY AUDITOR) For and on behalf of Deloitte LLP Statutory Auditor Reading, United Kingdom 16 April 2018 (cid:3) (cid:3) Annual Report & Financial Statements 2017 Consolidated Statement of Comprehensive Income Consolidated and Parent Company Statement of Financial Position 50 For the year ended 31 December 2017 At 31 December 2017 51 Revenue -Continuing operations -Acquisitions Cost of sales Gross profit Distribution costs Administrative expenses Operating loss -Continuing operations -Acquisitions Adjusted EBITDA Depreciation, amortisation and impairment Acquisition-related costs Non-operating costs Share based payments Operating loss Net finance cost Loss before income tax Income tax (charge)/credit Total comprehensive loss for the year attributable to shareholders Note 3 4 3 6 7 Group 2017 2016 £'000 £'000 25,900 3,560 29,460 (21,232) 21,226 - 21,226 (14,748) 8,228 6,478 (67) (8,693) (665) 133 (532) 2,582 (1,842) (242) (655) (375) (532) (65) (597) (122) (719) (361) (6,381) (264) - (264) 1,066 (1,051) (44) (231) (4) (264) (69) (333) 134 (199) Loss per share expressed in pence per share Basic and diluted loss per share 8 (0.12) (0.05) All comprehensive All comprehensive income relates to shareholders of the Parent Company and all amounts relate to continuing activities. The notes on pages 55 to 100 form part of these financial statements. ASSETS Non-current assets Goodwill Other intangible assets Property, plant and equipment Deferred taxation Investments Amounts owed by EBT Current assets Inventories Trade and other receivables Taxation recoverable Cash and bank balances Total assets LIABILITIES Current liabilities Trade and other payables Obligations under hire purchase contracts Non-current liabilities Deferred taxation Obligations under hire purchase contracts Provisions Total liabilities Net assets EQUITY Share capital Share premium Own shares held by the EBT Share-based payments reserve Retained earnings Note 9 10 11 17 12 13 14 17 18 20 21 22 21 23 24 Group Parent Company 2017 £'000 4,170 11,759 2,126 - - - 2016 £'000 3,918 8,775 667 130 - - 2017 £'000 - 180 33 - 15,435 96 2016 £'000 - 177 13 - 11,681 104 18,055 13,490 15,744 11,975 230 13,798 10 21,931 116 7,161 71 9,160 - 3,130 - 17,617 35,969 16,508 20,747 - 2,984 - 714 3,698 54,024 29,998 36,491 15,673 (10,962) (211) (8,391) (7) (5,833) - (3,040) - (11,173) (8,398) (5,833) (3,040) (1,425) (747) (561) (823) (13) (1,101) (2,733) (1,937) - - (10) (10) - - (10) (10) (13,906) (10,335) (5,843) (3,050) 40,118 19,663 30,648 12,623 7,586 17,438 (561) 1,553 14,102 4,225 - (561) 1,178 14,821 7,586 17,438 - 1,459 4,165 4,225 - - 1,084 7,314 Total equity 40,118 19,663 30,648 12,623 The financial statements were approved and authorised for issue by the board of directors and were signed on its behalf on 16 April 2018. The notes on pages 55 to 100 form part of these financial statements. Phil Cartmell Chief Executive (Company number: 3152034) Derren Stroud Chief Financial Officer Annual Report & Financial Statements 2017Consolidated Statement of Changes in Equity Parent Company Statement of Changes in Equity 52 For the year ended 31 December 2017 For the year ended 31 December 2017 53 Group Share Share capital premium £'000 £'000 Capital Own shares redemption held by EBT £'000 reserve £'000 Share- based Payments Reserve £'000 Retained earnings £'000 Total £'000 Parent Company Share capital £'000 Capital Share redemption reserve £'000 premium £'000 Share- based payments reserve £'000 Retained earnings £'000 Total £'000 42,246 13,769 575 (561) 1,174 (37,345) 19,858 Balance at 1 January 2016 42,246 13,769 575 1,080 (40,176) 17,494 (38,021) (13,769) (575) 52,365 - - 4 Capital reduction (38,021) (13,769) (575) IFRS 2 share option charge - - - - 4 - (199) (199) Total comprehensive loss (561) 1,178 14,821 19,663 Balance at 31 December 2016 - - 4,225 - - - - - - - 375 - - 20,799 375 - (719) (719) (561) 1,553 14,102 40,118 Share issue 3,361 17,438 IFRS 2 share option charge Total comprehensive loss Balance at 31 December 2017 - - - - 7,586 17,438 The notes on pages 55 to 100 form part of these financial statements. - 4 - 52,365 - - 4 (4,875) (4,875) 1,084 7,314 12,623 - 375 - 20,799 - 375 - (3,149) (3,149) 1,459 4,165 30,648 - - - - - - - Balance at 1 January 2016 Capital reduction IFRS 2 share option charge Total comprehensive loss - - - - - Balance at 31 December 2016 4,225 Share issue IFRS 2 share option charge Total comprehensive loss Balance at 31 December 2017 3,361 17,438 - - - - 7,586 17,438 - - - - - - - The notes on pages 55 to 100 form part of these financial statements. Annual Report & Financial Statements 2017Consolidated and Parent Company Statement of Cash Flows 54 For the year ended 31 December 2017 Notes to the Financial Statements 1 Nature of operations (cid:3) 55 Group Parent Company 2017 2016 2017 2016 Note £'000 £'000 £'000 £'000 (597) (333) (3,149) (4,875) Operating activities Loss before income tax Adjustments for: Depreciation Amortisation Impairment losses on tangible and intangible assets Finance cost/(income) Share-based payment expense Increase in impairment on loan to the EBT Provision against long term inter-company loan Decrease in inventories Increase in trade and other receivables (Decrease)/increase in trade and other payables (Decrease)/increase in provisions Income tax received Net cash (used)/generated in operating activities Investing activities Acquisition of subsidiary, net of cash acquired Interest received Purchase of property, plant and equipment Purchase of computer software Long term loan to subsidiary 217 1,132 493 65 375 - - 66 (5,277) (264) (540) (4,330) (87) 98 953 - 69 4 - - 53 (836) 2,563 5 2,576 - 15 44 - (14) 375 8 1,055 - (146) 1,370 - (442) - (4,417) 2,576 (442) (2,564) 14 (908) (47) - - 1 (313) (106) - (3,071) 14 (35) (47) (315) 13 12 25 Net cash used in investing activities (3,505) (418) (3,454) Financing activities Proceeds from issue of ordinary share capital Interest payable Repayment of hire purchase liabilities Net cash from/(used in) financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 20,799 (26) (80) 20,693 12,771 9,160 21,931 - - (3) (3) 2,155 7,005 9,160 20,799 - - 20,799 16,903 714 17,617 The notes on pages 55 to 100 form part of these financial statements. 9 37 - (1) 4 (60) 3,998 - 72 730 10 (76) - (76) - 1 - (106) (652) (757) - - - - (833) 1,547 714 The Group is a professional services and technology partner to global prime contractors that are active in security, energy and aerospace programmes. The Group advises on management and technology solutions and deliver with advanced manufacturing skills and expertise. The Group’s team links world-class skills in complex technologies with modern design and manufacturing facilities to provide a fully balanced and agile support network to our customers and partners wherever they may be. The Group consists of two interlinked business units: Consulting & Programme Services - advising clients on strategic problems and implementing technology-driven solutions; and Engineering & Technology - capability to design, manufacture and supports mission-critical systems. TP Group plc (the “Parent Company”) is the Group’s ultimate parent company, which is incorporated under the Companies Act and domiciled in the United Kingdom. The address of the registered office of the Parent Company is Cody Technology Park, Old Ively Road, Farnborough, Hampshire, GU14 0LX. The Parent Company’s shares are traded on AIM. 2 Summary of Significant Accounting Policies 2.1 Basis of preparation The consolidated and Parent Company financial statements have been prepared in accordance with applicable International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board as adopted by the European Union. The Group presents the consolidated financial statements in pounds sterling, which is the Parent Company’s functional and presentation currency, and all values are rounded to the nearest thousand except when otherwise indicated. The financial statements have been prepared under the historical cost convention. The measurement bases and principal accounting policies of the Group and Parent Company are set out below. The accounting policies adopted are consistent with those of the previous financial year with exception of matters noted below. 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, although an amendment to IAS 7 Statement of Cash Flows has resulted in a reconciliation of liabilities disclosed for the first time in note 20. 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). (cid:3) Annual Report & Financial Statements 2017 Notes to the Financial Statements (continued) Notes to the Financial Statements (continued) 2 Summary of Significant Accounting Policies (continued) 2 Summary of Significant Accounting Policies (continued) 56 (cid:3) 2.1 Basis of preparation (continued) b) New standards, interpretations and amendments not yet effective (continued) 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. (cid:3) 2.1 Basis of preparation (continued) Other At the date of authorisation of these financial statements, the following other Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective (and in some cases had not yet been adopted by the EU):  IFRIC 22 Foreign Currency Translations and Advance Consideration (effective 1 January 2018)  Amendments to IFRS 2 classification and Measurement of Share-based payment Transactions (effective 1 January 2018)  Amendments to IFRS 4: Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts (effective 1 January 2018)  Annual Improvements to IFRS Standards 2014-2016 cycle dealing with matters in IFRS 1  First-time Adoption and IAS 28 Investments in Associates and Joint Ventures (effective 1 January 2018) IFRIC 23 Uncertainty over Income Tax Positions (effective 1 January 2019)   Amendments to IFRS 9 Prepayment Features with Negative Compensation (effective 1 January 2019)  Amendments to IAS 28: Long-term Interests in Associates and Joint Ventures (effective 1 January 2019) At the date of authorisation of these financial statements, the directors have considered the other standards and interpretations which have not been applied in these financial statements, were in issue but not yet effective (and in some cases, had not yet been adopted by the EU). Application of these standards may result in some changes in presentation of information within the Group’s financial statements, but they are not expected to have a material impact on the results of the Group. 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 and mitigating actions available to them, including the ability of management to make certain reductions to the Group’s discretionary expenditure if required. 2.2 Significant management judgements in applying accounting policies The directors do not believe there to be any material judgements made in the process of applying the Group’s accounting policies which are likely to lead to a material change to the amounts recognised in the consolidated financial statements in the next twelve months. 57 (cid:3) (cid:3) Annual Report & Financial Statements 2017 Notes to the Financial Statements (continued) Notes to the Financial Statements (continued) 2 Summary of Significant Accounting Policies (continued) 2 Summary of Significant Accounting Policies (continued) 58 2.3 Key sources of estimation uncertainty 2.4 Basis of consolidation (continued) (cid:3) (cid:3) 59 The following are the key assumptions concerning the future activities of the Group, and other key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of the assets and liabilities with the next financial year. Impairment of intangible assets, goodwill and investments in subsidiaries i) Determining whether intangible assets and goodwill are impaired requires an estimation of the value in use of the cash-generating units to which intangible assets and goodwill have been allocated. Investment in subsidiaries are based on the estimation of recoverability based on the value in use calculation of the cash-generating unit invested in. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected, a material impairment loss may arise. ii) Warranties Provisions for the expected cost of warranty obligations under local sale of goods legislation are recognised at the date of sale of the relevant products, or at the date that the need for remediation under warranty becomes known, at the directors’ best estimate of the expenditure required to settle the Group’s obligation. iii) Deferred contingent consideration During the year, the Group acquired ALS Technologies Limited, FSS Limited and Polaris Consulting (Holdings) Limited. The consideration for the purchase of shares includes an initial cash payment and capped contingent consideration value. The contingent consideration calculation requires management to estimate the value based on facts and circumstances that existed at the reporting date and a suitable discount rate in order to calculate present value. The value will be updated at each applicable reporting date and the initial estimate is based on expected future earnings which may differ to final reported numbers and therefore the actual consideration may differ to the initial estimated value. 2.4 Basis of consolidation The consolidated financial statements incorporate the financial statements of the Parent Company and all entities controlled by the company (its subsidiaries) and the TP Group Employee Benefit Trust (see note 26) made up to 31 December each year. The results of subsidiaries acquired or disposed of during the year are included in the Consolidated Statement of Comprehensive Income from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in to line with those used by the Group. All intra- Group transactions, balances, income and expenses are eliminated on consolidation. Subsidiary undertakings are entities over which the Group has the power to control the financial and operating policies to obtain benefits from its activities. The Group obtains and exercises control through voting rights. The TP Group Employee Benefit Trust, which is managed by an independent trustee, is an employee share scheme established for the benefit of and as an incentive for the employees of the Group. Unrealised gains on transactions between the Group and its subsidiaries are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group. The Parent Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and has not presented its Statement of Comprehensive Income. The Parent Company’s result for the year was a loss of £3.1m (2016 - £4.9m). 2.5 Revenue Revenue is measured by reference to the fair value of consideration received or receivable by the Group for goods supplied and services provided, excluding sales related taxes and trade discounts. Revenue is recognised upon the performance of services or transfer of risk to the customer. i) Sale of goods Revenue from the sale of goods is recognised when all the following conditions are satisfied:   the Group has transferred to the buyer the significant risks and rewards of ownership of the goods; the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; the amount of revenue can be measured reliably; it is probable that the economic benefits associated with the transaction will flow to the entity; and the costs incurred or to be incurred in respect of the transaction can be measured reliably.    ii) Long term contracts Where the outcome of a long-term contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the end of the reporting period, measured based on the proportion of contract costs incurred for work performed to date relative to the estimated total contract costs, except where this would not be representative of the stage of completion. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably, and its receipt is considered probable. Where the outcome of a long-term contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately. (cid:3) (cid:3) Annual Report & Financial Statements 2017 Notes to the Financial Statements (continued) 2 Summary of Significant Accounting Policies (continued) 60 2.5 Revenue (continued) ii) Long term contracts (continued) When contract costs incurred to date plus recognised profits less recognised losses exceed progress billings, the surplus is shown as amounts due from customers for contract work. For contracts where progress billing exceeds contract costs incurred to date plus recognised losses, the surplus is shown as the amounts due to customers for contract work. Amounts received before the related work is performed are included in the Consolidated Statement of Financial Position, as a liability as advances received. Amounts billed for work performed but not yet paid by the customer are included in the Consolidated Statement of Financial Position under trade and other receivables. 2.6 Cost of sales Cost of sales represents the actual costs of materials, direct labour and overheads incurred with reference to the stage of completion of the contract at the reporting date. 2.7 Finance income Finance income represents interest earned on cash deposits that is earned over the relevant financial period and ‘mark to market’ adjustments in respect of derivative financial assets for forward currency exchange contracts. 2.8 Property, plant and equipment Property, plant and equipment is stated at cost, less accumulated depreciation and any accumulated impairment losses. Depreciation is recognised so as to write off the cost or valuation of assets, less their residual values over their useful lives (as below), using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any change in estimate accounted for on a prospective basis.    Computer equipment Office furniture and fittings Plant and machinery 33% per annum 20% per annum 10% to 20% per annum Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, over the term of the relevant lease. An impairment loss is recognised for the amount by which the assets carrying amount exceeds its recoverable amount. An item or property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item or property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount and is recognised in Statement of Comprehensive Income. (cid:3) (cid:3) Notes to the Financial Statements (continued) 2 Summary of Significant Accounting Policies (continued) 2.9 Leasing Leases are classified as finance leases whenever the terms of the lease transfer substantially all of the risks and rewards of ownership. All other leases are classified as operating leases. Assets held under finance leases, are initially recognised as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the Consolidated Statement of Financial Position as a finance lease obligation. Lease payments are apportioned between the finance lease expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance lease expenses are recognised immediately in the Statement of Comprehensive Income, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Group’s general policy on borrowing costs. Contingent rentals are recognised as expenses in the period in which they are incurred. Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred. In the even lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative if the time pattern in which economic benefits from the leased asset are consumed. 2.10 Taxation Income tax expense represents the sum of the tax currently payable and deferred taxation. Current tax i) Current taxation is based on taxable profit for the year. Taxable profit differs from ‘profit before taxation’ as reported in the Consolidated Statement of Comprehensive Income because items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s current tax is calculated using tax rates that have been enacted or substantively enactive by the end of the reporting period. Income tax recoverable in respect of R&D tax credits is recognised when the decision has been taken to claim such amounts in cash. The Group has made claims for R&D tax credits under the large company Research and Development Expenditure Credit (RDEC) Scheme. The income tax recoverable in respect of R&D cash tax credits is based upon management estimates, judgements and assumptions considered reasonable at the time but the actual income tax recoverable may differ from those estimates. (cid:3) 61 (cid:3) (cid:3) Annual Report & Financial Statements 2017 Notes to the Financial Statements (continued) Notes to the Financial Statements (continued) 2 Summary of Significant Accounting Policies (continued) 2 Summary of Significant Accounting Policies (continued) 62 2.10 Taxation (continued) 2.12 Financial instruments (cid:3) ii) Deferred tax Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are no recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. iii) Current and deferred tax for the reporting period Current and deferred tax are recognised in profit or loss, except where they related to other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arise from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. 2.11 Cash and bank balances Cash and bank balances comprise cash on hand and demand deposits, together with other short- term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value. Financial assets and financial liabilities are recognised when the Group or Parent Company becomes a party to the contractual provisions of the financial instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added or deducted from the fair value of the financial assets or liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. Loans and receivables i) Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables (including trade and other receivables, bank balances and cash), are measured at cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the effect of discounting is immaterial. Impairment of financial assets ii) All financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected. iii) De-recognition of financial assets The Group derecognises a financial asset when the contractual right to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards of ownership are transferred to another party. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially retains all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises the collateralised borrowing for the proceeds received. On de-recognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss. On de-recognition of a financial asset other than in its entirety, the Group allocated the previous carrying amount of the financial asset between the part it continues to recognise under continuing involvement, and the part it no longer recognises on the basis of the relative fair values of those parts on the date of transfer. The difference between the carrying amount allocated to the part that is no longer recognised and the sum of the consideration received for the part no longer recognised and any cumulative gain or loss allocated to it that had been recognised in other comprehensive income is recognised to profit or loss. A cumulative gain or loss that had been recognised in other comprehensive income is allocated between the part that continues to be recognised and the part that is no longer recognised on the basis of the relative fair values of those parts. (cid:3) (cid:3) (cid:3) 63 (cid:3) (cid:3) Annual Report & Financial Statements 2017 Notes to the Financial Statements (continued) 2 Summary of Significant Accounting Policies (continued) 64 2.12 Financial instruments (continued) iv) Classification as debt or equity Debt and equity instruments issued by a Group entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Financial liabilities v) The Group and Parent Company’s financial liabilities comprise trade and other payables. Financial liabilities are measured subsequently at amortised cost using the effective interest rate method except for financial liabilities held for trading or designated at fair value through profit or loss, that are carried subsequently at fair value with gains or losses recognised in profit or loss. Discounting is omitted where the effect of discounting is immaterial. vi) Derivative financial instruments The Group enters into derivative financial instruments to manage its exposure to foreign exchange risks. Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently re-measured to their fair value at the end of the reporting period. The resulting gain or loss is recognised in the Statement of Comprehensive Income immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing or the recognition in the Statement of Comprehensive Income depends on the nature of the hedge relationship. vii) De-recognition of financial liabilities The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss. 2.13 Equity Equity comprises the following:      “Share capital” which represents the nominal value of equity shares; “Share premium” which represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issue; “Own shares held by Employee Benefit Trust” which represents the costs of purchasing own shares held by the Employee Benefit Trust; “Share-based payment reserve" which represents equity-settled share-based employee remuneration until such share options are exercised or lapse; and “Retained earnings” which represents retained profits and losses. (cid:3) (cid:3) (cid:3) Notes to the Financial Statements (continued) 2 Summary of Significant Accounting Policies (continued) 2.14 Employee benefits i) Retirement benefit costs The Group operates a defined contribution stakeholder pension scheme for employees. Payments to the defined contribution retirement benefit plans are recognised as an expense when the employees have rendered service entitling them to contributions. ii) Share-based payment All equity-settled share-based payments are measured at fair value at the date of grant, which is ultimately recognised as an expense in the Consolidated Statement of Comprehensive Income with a corresponding credit to reserves. Options with only time-based vesting conditions are valued using a Black-Scholes model. Share options issued with market based vesting conditions are measured using the Monte Carlo method. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations. Market vesting conditions are factored into the fair value of the options granted. If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on the number of share options expected to vest. This estimate takes into account a number of factors including performance conditions applying to the relevant options. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognised in the current period. No adjustment is made to any expense recognised in prior periods if share options ultimately exercised are different to that estimated on vesting. Upon exercise of share options, the proceeds received net of attributable transaction costs are credited to share capital, and where appropriate share premium. iii) Employee benefit trust The assets and liabilities of the Employee Benefit Trust ("EBT") have been included in the Group accounts. Any assets held by the Employee Benefit Trust cease to be recognised on the Group Statement of Financial Position when the assets vest unconditionally in identified beneficiaries. The costs of purchasing own shares held by the Employee Benefit Trust are shown as a deduction against consolidated equity. The proceeds from the sale of own shares held increase consolidated equity. Neither the purchase nor sale of own shares leads to a gain or loss being recognised in the Group Consolidated Statement of Comprehensive Income. (iv) Short-term employee benefit costs The undiscounted amount of short-term benefits attributable to services that have been rendered in the period are recognised as an expense, unless specifically required or permitted within the scope of IFRS reporting to be included in the cost of an asset. Any difference between the amount of cost recognised and cash payments made is treated as a liability or prepayment as appropriate. (cid:3) 65 (cid:3) (cid:3) Annual Report & Financial Statements 2017 Notes to the Financial Statements (continued) 2 Summary of Significant Accounting Policies (continued) 66 2.15 Foreign currency translation In preparing the financial statements of each individual Group entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items are recognised in the Statement of Comprehensive Income in the period in which they arise. 2.16 Business combinations Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-to-date fair values of the assets transferred to the Group, liabilities incurred by the Group to the former owners of the acquired and the equity interests issued by the Group in exchange for control of the acquired. Acquisition related costs are generally recognised in the Statement of Comprehensive Income as incurred. At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at their fair value, except deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements which are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 respectively. Goodwill is measured as the excess of the sum of the consideration transferred over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the excess is recognised immediately in the Statement of Comprehensive Income as a bargain purchase gain. When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at the acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date. (cid:3) (cid:3) (cid:3) Notes to the Financial Statements (continued) 2 Summary of Significant Accounting Policies (continued) 2.17 Goodwill (cid:3) 67 Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see note 2.16 above) less accumulated impairment losses, if any. On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. 2.18 Intangible assets Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives (being 3, 5, 10 and 15 years). The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses. Intangible assets acquired in a business combination i) Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately. ii) De-recognition of intangible assets An intangible asset is derecognised on disposal, or when no economic benefits are expected from use or disposal. Gains or losses arising from de-recognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, and are recognised in profit or loss when the asset is recognised. 2.19 Impairment of tangible and intangible assets other than goodwill At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash- generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified. Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the assets for which the estimates of future cash flows have not been adjusted. (cid:3) (cid:3) Annual Report & Financial Statements 2017 Notes to the Financial Statements (continued) 2 Summary of Significant Accounting Policies (continued) 68 2.19 Impairment of tangible and intangible assets other than goodwill (continued) If the recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. When an impairment loss subsequently reverses, the carrying amount of the asset (or cash- generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. 2.20 Inventories Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the weighted average method. Net realisable value represents the estimated selling price less all estimated costs of completion and costs necessary to make the sale. 2.21 Government Grants Government grants are recognised at fair value when there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises as expenses the related costs for which the grants are intended to compensate. Grants related to purchase of assets are treated as deferred income in the Statement of Financial Position and allocated to the Income statement and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets. 2.22 Non-operating expenses Items which are material either because of their size or their nature and are non-recurring, are presented within their relevant consolidated income statement category, but highlighted separately on the face of the income statement within the section showing adjusted EBITDA (as detailed and set out in note 3); to help provide a better picture of the Group’s underlying performance. The tax and cash flow implications of non-operating items are identified wherever necessary. (cid:3) (cid:3) (cid:3) Notes to the Financial Statements (continued) 2 Summary of Significant Accounting Policies (continued) 2.23 Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. 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. (cid:3) 69 (cid:3) (cid:3) Annual Report & Financial Statements 2017 Notes to the Financial Statements (continued) Notes to the Financial Statements (continued) 3 Segmental information (continued) 70 3.1 Segment revenues and results 3 Segmental information (continued) 3.1 Segment revenues and results (continued) (cid:3) (cid:3) 71 The following is an analysis of the Group’s revenue and results from the continuing operations by reportable segment. Revenue TPG Engineering TPG Services1 Group revenue Segment operating result TPG Engineering TPG Services Central unallocated costs Group loss from operations Finance cost Loss before income tax Income tax (charge)/credit Loss after tax 2017 £'000 23,694 5,766 29,460 2,734 (1,223) (2,043) (532) (65) (597) (122) (719) 2016 £'000 19,080 2,146 21,226 2,168 (1,008) (1,424) (264) (69) (333) 134 (199) 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’s accounting policies described in note 2. 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. TPG Engineering TPG Services £'000 £'000 Central unallocated -costs £'000 Group £'000 2,734 (1,223) (2,043) (532) 1,602 - 124 - 10 - 420 - 230 242 111 375 1,842 242 655 375 2017 Segment operating result Depreciation, amortisation and impairment Acquisition-related costs Non-operating costs Share based payments Adjusted EBITDA1 4,460 (793) (1,085) 2,582 2016 Segment operating result Depreciation, amortisation and impairment Acquisition-related costs Non-operating costs Share based payments 2,168 (1,008) (1,424) (264) 1,032 - - - 19 - - - - 44 231 4 1,051 44 231 4 Adjusted EBITDA1 3,200 (989) (1,145) 1,066 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 of operating performance. This measure and the separate components remain consistent with 2016. (cid:3) (cid:3) (cid:3) (cid:3) Annual Report & Financial Statements 2017 (cid:3) Notes to the Financial Statements (continued) Notes to the Financial Statements (continued) 3 Segmental information (continued) 72 3.1 Segment revenues and results (continued) 3 Segmental information (continued) 3.1 Segment revenues and results (continued) 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. TPG Maritime TPG Engineering TPG D&T TPG MS £'000 £'000 £'000 £'000 Central unallocated -costs £'000 Group £'000 (cid:3) 73 Revenue TPG Maritime TPG Engineering TPG Design and Technology TPG Managed Solutions1 Group revenue Segment operating result TPG Maritime TPG Engineering TPG Design and Technology TPG Managed Solutions1 Central unallocated costs Group loss from operations Finance cost Loss before income tax Income tax (charge)/credit Loss after tax 2017 £'000 16,119 7,575 381 5,385 29,460 4,818 (2,084) (800) (423) (2,043) (532) (65) (597) (122) (719) 2016 £'000 12,229 6,851 757 1,389 21,226 3,335 (1,167) (975) (33) (1,424) (264) (69) (333) 134 (199) 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. 2017 Segment operating result Depreciation, amortisation and impairment Acquisition- related costs Non-operating costs Share based payments Adjusted EBITDA1 2016 Segment operating result Depreciation, amortisation and impairment Acquisition- related costs Non-operating costs Share based payments Adjusted EBITDA1 4,818 (2,084) (800) (423) (2,043) (532) 853 - - - 749 - 2 - 124 420 - - 8 - - - 230 242 111 375 1,842 242 655 375 5,671 (1,211) (378) (415) (1,085) 2,582 3,335 (1,167) (975) (33) (1,424) (264) 859 173 16 - - - - - - - - - 3 - - - - 44 231 4 1,051 44 231 4 4,194 (994) (959) (30) (1,145) 1,066 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 of operating performance. This measure and the separate components remain consistent with 2016. (cid:3) (cid:3) (cid:3) (cid:3) Annual Report & Financial Statements 2017 Notes to the Financial Statements (continued) Notes to the Financial Statements (continued) (cid:3) 3 Segmental information (continued) 74 3.2 Geographical segments The following is an analysis of the Group’s revenue from continuing operations from its products and services: Geographical analysis – revenue United Kingdom Rest of the European Union North America Asia Middle East Rest of the World 2017 £'000 24,860 2,073 - 2,034 341 152 2016 £'000 16,588 2,156 6 2,092 136 248 Total revenue 29,460 21,226 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 Engineering Customer 1 Customer 2 Total revenue 2017 £'000 6,794 4,747 2016 £'000 4,715 3,883 11,541 8,598 Revenue includes sales from customers who contributed 10% or more to the Group’s revenue: Total audit fees (cid:3) 75 4 Operating loss The Group operating loss for the year is stated after charging the following: Group Staff costs Wages and salaries Social security costs Other pension costs Share based payment Amortisation of intangible assets Impairment of intangible assets Depreciation of property, plant and equipment Impairment of property, plant and equipment Operating lease expense – rent Auditor's remuneration: Audit fees fees payable for the audit of the Group and consolidated financial statements fees payable to the audit of the subsidiary companies Non-audit fees Fees payable for statutory and regulatory services Tax advisory services Total auditor remuneration 2017 £'000 2016 £'000 8,835 1,016 595 375 10,821 1,132 192 220 301 579 42 61 103 5 20 128 7,521 810 430 4 8,765 953 - 98 - 778 21 45 66 3 15 84 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: Group Engineering Business development Administration 2017 Number 2016 Number 140 17 44 201 111 12 40 163 (cid:3) (cid:3) (cid:3) (cid:3) Annual Report & Financial Statements 2017 Notes to the Financial Statements (continued) 4 Operating loss (continued) 76 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 Directors' emoluments Key management of the Group are members of the board of directors. Key management personnel remuneration includes the following expenses: Group Emoluments Pension contributions paid to defined contribution pension schemes Other benefits 1 Includes bonus payments of £228,000. 2017 £'000 2016 £'000 662 33 67 762 871 45 2811 1,197 During 2017 three directors (2016 - four) accrued pension benefits during the year. No director exercised share options during the year (2016 - none). Remuneration of the highest paid director included above is as follows: Group Emoluments Pension contributions Other benefits 2 Includes bonus payments of £160,000. 2017 £'000 257 12 38 307 2016 £'000 257 18 1852 460 (cid:3) (cid:3) (cid:3) Notes to the Financial Statements (continued) 6 Net finance cost Group Interest on bank deposits Loss on foreign exchange derivative financial assets 2017 £'000 14 (79) (65) 2016 £'000 1 (70) (69) 7 Taxation (Charge)/credit to the Consolidated Statement of Income Group 2017 £'000 2016 £'000 UK corporation tax at 19.25% (2016 - 20.00%) (137) (24) Adjustments in respect to prior year Corporation tax - R&D charge: Prior year under/(over) provision Deferred tax: Arising on amortisation of acquired intangibles Reversal of timing differences Release of deferred tax asset Effect of tax rate change on opening balance Adjustments in respect to prior year Tax (charge)/credit for the year 24 - - 3 (113) (21) 130 (45) (95) - 1 (122) 118 6 - 31 - 134 The tax charge for the period is lower than (2016 – higher than) the standard rate of corporation tax in the UK of 19.25% (2016 – 20.00%). The differences are explained as follows: (cid:3) 77 (cid:3) (cid:3) Annual Report & Financial Statements 2017 Notes to the Financial Statements (continued) 7 Taxation (continued) 78 Group Loss on ordinary activities before tax Loss on ordinary activities at the standard rate of corporation tax in the UK of 19.25% (2016 – 20.00%) Effects of: Expenses not deductible for tax purposes Income not taxable Other timing differences Share based payments Adjustment to deferred tax in respect to change in tax rates Deferred tax not recognised Adjustment in respect of prior years 2017 £'000 2016 £'000 (597) (333) 115 67 (84) 23 (97) (65) (8) (32) 26 (34) 2 18 (1) (229) 306 5 Tax (charge)/credit for the year (122) 134 At the reporting date, the Group has approximately £20.5m (2016 - £20.4m) of unrelieved tax losses for offset against future taxable profit. No deferred tax asset has been recognised in respect of the £20.5m losses (2016 - £19.9m), Trade generated through TPG Design & Technology Limited created £18.1m of these losses through a trade that is no longer being pursued. Losses can only be utilised against the same trade and management do not expect there to sufficient trade to recover these losses against future taxable profit. The remaining £2.4m has been generated through ongoing trade but has not been recognised due to the uncertainty of timing of the generation of future taxable profits. 8 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. (cid:3) (cid:3) (cid:3) Notes to the Financial Statements (continued) 9 Goodwill Cost and net book value At 1 January 2016 and 31 December 2016 Acquired through business combination At 31 December 2017 (cid:3) Total £'000 3,918 252 4,170 79 Goodwill arose on the acquisition of TPG Maritime Limited and TPG Engineering Limited on 5 April 2012. Goodwill arising in current year on the acquisition of Polaris Consulting (Holdings) Limited on 12 December 2017. In accordance with the requirements of IAS 36, Impairment of Assets, goodwill is allocated to the Group’s cash generating units, or groups of cash generating units, that are expected to benefit from the synergies of the business combination that gave rise to the goodwill as analysed in the table below: TPG Maritime Limited TPG Engineering Limited Polaris Consulting (Holdings) Limited Total £'000 3,316 602 252 4,170 The goodwill balance has been tested for annual impairment on the following basis: The carrying values have been assessed by reference to value in use.   Cash flows based on forecast information for the next financial year, which have been approved  by the board. The key assumptions on which the impairment tests are based on are a pre-tax discount rate of 11.5% (2016 – 12%), a return to profitability of TPG Engineering Limited in 2019 and a long-term growth rate of 2% (2016 – 2%) on forecast cash flows. The 2017 pre-tax discount rate has been verified by independent advisors.   No impairments were identified as a result of both testing and sensitivity analysis performed. Furthermore, the Group is unaware of any possible change to the business that would cause an impairment. (cid:3) (cid:3) Annual Report & Financial Statements 2017 Notes to the Financial Statements (continued) 10 Other intangible assets 80 Technical know how £'000 Customer relationships £'000 Trade name £'000 Computer software £’000 Cost At 1 January 2016 Additions At 31 December 2016 Additions Acquired through business combination 12,239 - 12,239 - 324 - 324 - - 4,261 At 31 December 2017 12,239 4,585 Accumulated amortisation and impairment At 1 January 2016 Charge for year At 31 December 2016 Charge for year Impairment 3,021 883 3,904 883 192 At 31 December 2017 4,979 82 22 104 194 - 298 Net book value At 31 December 2016 8,335 220 At 31 December 2017 7,260 4,287 171 - 171 - - 171 117 11 128 11 - 139 43 32 (cid:3) Total £'000 12,842 106 12,948 47 4,261 108 106 214 47 - 261 17,256 - 37 37 44 - 81 177 180 3,220 953 4,173 1,132 192 5,497 8,775 11,759 Intangible assets brought-forward above arose on the acquisition of TPG Maritime Limited and TPG Engineering Limited on 5 April 2012. Brought-forward acquired intangible assets are amortised on a straight-line basis over their useful life of fifteen years. Intangible asset additions in the current year arose on the acquisition of ALS Technologies Limited and Flexible Solutions Software Limited on 6 February 2017 and Polaris Consulting (Holdings) Limited on 12 December 2017. Customer relationships additions in the current year are amortised on a straight-line basis over their useful life of ten years. Technical Know How is recognised as TPG Maritime Limited’s proprietary expertise and experience of atmosphere management techniques in the defence environment. Computer software represents externally acquired computer software licences and associated installation costs. Externally acquired computer software are capitalised and amortised on a straight-line basis over their useful life of three years. When the software is available for its intended use, these costs are amortised in equal annual amounts over the estimated useful life of the software. Notes to the Financial Statements (continued) 10 Other intangible assets (continued) (cid:3) 81 Parent Company Cost At 1 January 2016 Additions At 31 December 2016 Additions At 31 December 2017 Accumulated depreciation At 1 January 2016 Charge for year At 31 December 2016 Charge for year At 31 December 2017 Net book value At 1 January 2016 Computer software £'000 Total £'000 108 106 214 47 261 - 37 37 44 81 108 106 214 47 261 - 37 37 44 81 108 108 At 31 December 2016 177 177 At 31 December 2017 180 180 (cid:3) (cid:3) (cid:3) (cid:3) Annual Report & Financial Statements 2017 Notes to the Financial Statements (continued) 11 Property, plant and equipment 82 Group Cost At 1 January 2016 Additions At 31 December 2016 Additions Acquired through Business combinations Transfers Disposals At 31 December 2017 Accumulated depreciation At 1 January 2016 Charge for year At 31 December 2016 Charge for year Disposals Impairments Transfers At 31 December 2017 Net book value At 1 January 2016 At 31 December 2016 Computer equipment £'000 Office furniture and fittings £'000 Plant and machinery and motor vehicles £'000 Total £'000 1,410 313 1,723 1,928 52 - (594) 766 214 980 1,558 - 37 (138) 2,437 3,109 411 46 457 145 (135) 287 3 958 98 1,056 217 (591) 301 - 757 983 355 452 523 667 565 57 622 301 5 1 (456) 473 492 44 536 61 (456) 7 (2) 146 73 86 79 42 121 69 47 (38) - 199 55 8 63 11 - 7 (1) 80 24 58 At 31 December 2017 327 119 1,680 2,126 The Group’s obligations under finance leases (see note 21) are secured by the lessors’ title to the leased assets, which have a carrying value of £1,136,000 at 31 December 2017 (2016 - £18,000). Assets still in use with an net book value of zero are £583,000 (2016 - £1,357,000). (cid:3) (cid:3) (cid:3) Notes to the Financial Statements (continued) 11 Property, plant and equipment (continued) Parent Company Cost At 1 January 2016 Additions At 31 December 2016 Additions At 31 December 2017 Accumulated depreciation At 1 January 2016 Charge for year At 31 December 2016 Charge for year At 31 December 2017 Net book value At 1 January 2016 At 31 December 2016 At 31 December 2017 (cid:3) 83 Computer equipment £'000 Total £'000 25 - 25 35 60 3 9 12 15 27 22 13 33 25 - 25 35 60 3 9 12 15 27 22 13 33 At 31 December 2017 there are no assets held under finance leases (2016 - £nil). (cid:3) (cid:3) Annual Report & Financial Statements 2017 Notes to the Financial Statements (continued) Notes to the Financial Statements (continued) 12 Investments in Subsidiary Undertakings 84 The Parent Company’s investments comprise interests in group undertakings, details of which are listed below. The companies are wholly owned and are incorporated in England and Wales. 12 Investments in Subsidiary Undertakings (continued) (cid:3) (cid:3) 85 Proportion of nominal value of shares Parent Company Cost and net book value At 1 January Investment during year: Investment in shares in group undertakings Long term loan to subsidiary Provision against long term inter-company loan At 31 December The total cost of investment in subsidiary undertakings can be analysed as: Investment in shares in group undertakings Long term loan to subsidiary net of provision Share options granted to subsidiary employees 2017 £'000 2016 £'000 11,681 20,899 4,494 315 (1,055) - 652 (9,870) 15,435 11,681 2017 £'000 15,404 - 31 15,435 2016 £'000 10,910 740 31 11,681 The increase in investments in shares in Group undertakings relates to the acquisitions of ALS Technologies Limited, Flexible Software Solutions Limited and Polaris Consulting (Holdings) Limited, please refer to note 25. The long-term loan has been made to TPG Design & Technology Limited (“TPGD&T”). The loan is interest free and has no fixed date for repayment. Following a review of the future expected performance of TPGD&T and timings thereof, the Parent Company has assessed that there is some risk in the full recoverability of the loan. As such, an impairment review was undertaken and an increase in the provision of £1,055k was deemed to be required in the current year, in addition to provisions of £3,998k and £5,872k recognised in 2016 and 2015 respectively. The key assumptions on which the impairment tests are based are a pre-tax discount rate of 11.5% (2016 - 12%) and a long-term growth rate of 2% (2016 - 2%) on forecast cash flows. The remaining carrying value of the assets is based on the value in use. Name of undertaking TPG Maritime Limited TPG Design & Technology Limited TPG Engineering Limited TPG Services Limited Flexible Software Solutions Limited Polaris Consulting (Holdings) Limited Polaris Consulting Limited ALS Technologies Limited (previously Shaw Sheet Metal (Holdings Limited) Shaw Laser Company Limited Shaw Sheet Metal Group Limited Hunt Thermal Technologies Limited (previously Corac Group Limited) Atmosphere Control International Limited (previously Corac Engineering Limited) Corac Energy Technologies Limited (previously Compact Radial Compressors Limited) Wellman Defence Limited Description of shares held £1.00 ordinary shares £1.00 ordinary shares £1.00 ordinary shares £0.01 ordinary shares £1.00 ordinary shares £1.00 ordinary shares £1.00 ordinary shares £1.00 ordinary shares £1.00 ordinary shares £1.00 ordinary shares £1.00 ordinary shares held by the Principal activity Parent Company 100% 100% 100% 100% 100% 100% 100% 1 2 3 4 4 4 4 100% Dormant 100% Dormant 100% Dormant 100% Dormant £1.00 ordinary shares 100% Dormant £0.0001 ordinary shares 100% Dormant £1.00 ordinary shares 100% Dormant The registered office for all subsidiary undertakings is A2/1064 Cody Technology Park, Farnborough, Hampshire, GU14 0LX. 1 Provision of air purification equipment for submarines including oxygen/hydrogen generation and purification, air handling and distribution systems. Innovation and development of turbomachinery systems. Design and manufacture of heat exchangers and other critical equipment used in large scale industrial 2 3 processes. 4 The provision of services including technical project management, systems engineering, design, software development and assurance. (cid:3) (cid:3) (cid:3) (cid:3) Annual Report & Financial Statements 2017 Notes to the Financial Statements (continued) 13 Amount owed by Employee Benefit Trust 86 Parent Company Amounts owed by EBT Less: impairment (cid:3) 2016 £'000 600 (496) 104 2017 £'000 600 (504) 96 The loan to the Employee Benefit Trust is interest free and unsecured. Details of the Employee Benefit Trust are provided in note 26. The loan is repayable under the following circumstances: i) ii) From receipt of consideration from the sale of shares in the Parent Company purchased with the loan; and Following any lapses in options granted by the Employee Benefit Trust over shares in the Parent Company, the Parent Company can force the sale of shares to repay the loan. The loan is not expected to be fully repaid within the next 12 months. Under the terms of the loan facility, should the Employee Benefit Trust be unable to repay the loan following disposal of all its assets then the loan shall be considered waived. The impairment against the loan is a result of movements in the number and open market value of the shares in the Parent Company held by the Employee Benefit Trust, which could affect its ability to fund future loan repayments. 14 Inventories Raw materials Work in progress Group 2017 £'000 162 68 230 2016 £'000 91 25 116 The cost of inventories recognised at the reporting date is not materially different to the replacement cost. There has been no write-down of inventory to net realisable value. Notes to the Financial Statements (continued) 15 Long term contracts (cid:3) 87 The carrying amounts presented in the Group's Statement of Financial Position for long term contracts relate to the following categories of assets and liabilities: Group Contracts in progress at the reporting date: Work in progress included in inventories Amounts due from contract customers included in trade and other receivables Amounts due to contract customers included in trade and other payables Contract losses included in provisions Contract costs incurred plus recognised profits less recognised losses to date Less progress billings 2017 £'000 2016 £'000 - 25 5,741 (2,737) 3,052 (3,329) - (85) 3,004 (337) 46,282 (43,278) 46,236 (46,573) 3,004 (337) 16 Financial assets and liabilities The carrying amounts presented in the consolidated and Parent Company Statement of Financial Position relate to the following categories of assets and liabilities: Financial assets Amounts owed by EBT (note 13) Trade and other receivables (note 17) Cash at bank and in hand (note 18) Financial liabilities Trade payables and other payables (note 20) Obligations under hire purchase contracts Group 2017 £'000 - 12,484 21,931 Parent Company 2016 £'000 - 6,366 9,160 2017 £'000 96 2,985 17,617 34,415 15,526 20,698 2016 £'000 104 2,872 714 3,690 4,313 2,539 4,160 2,243 958 20 - - 5,271 2,559 4,160 2,243 See note 2.12 for a description of the accounting policies for each category of financial instruments. The fair values are presented in the related notes. A description of the Group’s risk management and objectives for financial instruments is given in note 2.12. (cid:3) (cid:3) (cid:3) (cid:3) Annual Report & Financial Statements 2017 Notes to the Financial Statements (continued) 17 Trade and other receivables 88 Financial assets: Trade receivables Amounts owed by subsidiary undertakings Amounts due from construction contract customers (see note 15) Non-financial assets: Prepayments and other debtors Other taxes Group Parent Company 2017 £'000 2016 £'000 2017 £'000 2016 £'000 6,743 - 3,314 - 84 2,901 16 2,856 5,741 3,052 - - 12,484 6,366 2,985 2,872 1,314 - 795 - 77 68 47 65 13,798 7,161 3,130 2,984 The carrying value of trade and other receivables is considered a reasonable approximation of fair value due to their short-term nature. During 2017, the Group has made a provision of £33,000 in respect of doubtful receivables (2016 - £31,000). This exception aside, no other allowances for doubtful receivables have been made because there has not been a significant change in credit quality and the amounts are still considered recoverable. The average age of these receivables is 31 days (2016 - 32 days). The ageing of past due but not impaired receivables is: 0-30 days 31-60 days 61-90 days >90 days Group Parent Company 2017 £'000 2016 £'000 2017 £'000 2016 £'000 387 223 184 24 729 832 418 - 818 1,979 - - - - - - - - - - In 2017 a rent deposit of £67,000 (2016 - £67,000) due after more than one year is included within prepayments and other debtors. Trade receivables disclosed above are classified as loans and receivables and are therefore measured at amortised cost. Credit terms are negotiated as part of each individual contract. No interest is charged on the receivables from the date of the invoice. The Group does not hold any collateral or other credit enhancements over any of its trade receivables nor does it have a legal right of offset against any amounts owed by the Group to the counterparty. (cid:3) (cid:3) (cid:3) Notes to the Financial Statements (continued) 17 Trade and other receivables (continued) Deferred tax comprises: Group Accelerated capital allowances and other temporary differences Trading losses (cid:3) 89 2017 £'000 - - - 2016 £'000 35 95 130 18 Cash and bank balances The funds were placed on floating interest rate deposit as follows: Group 2017 £'000 Parent Company 2016 £'000 2017 £'000 Cash and bank balances 21,931 9,160 17,617 Group 2017 £'000 Cash and cash equivalents 22,4621 Parent Company 2016 £'000 9,3161 2017 £'000 17,617 1 Restricted cash of £531,000 (2016 – £156,000) is included in Prepayments and Other Debtors 2016 £'000 714 2016 £'000 714 19 Borrowings The book value and fair value of loans and borrowings are as follows: Book value 2017 £'000 Group Fair value 2017 £'000 Book value 2016 £'000 Fair value 2016 £'000 Secured Other loans1 Finance lease liabilities2 (note 21) Current Non-current 66 958 66 958 1,024 1,024 237 787 237 787 Total loans and borrowings 1,024 1,024 - 20 20 7 13 20 - 20 20 7 13 20 1 Fixed interest rate loan at 8.3% over a 48-month term from 11th October 2016. The loans were acquired on the purchase of Polaris Consulting (Holdings) Limited and settled in January 2018. 2 Secured by the assets leased. The borrowings are fixed with repayment periods not exceeding 5 years. (cid:3) (cid:3) Annual Report & Financial Statements 2017 Notes to the Financial Statements (continued) 20 Trade and other payables 90 Group 2017 £'000 Parent Company 2016 £'000 2017 £'000 2016 £'000 Financial liabilities: Amounts falling due within one year Other borrowings Trade payables Amounts owed to subsidiary undertakings 26 4,247 - Amounts falling due after one year Other borrowings 40 - 2,539 - 195 - 243 - - 3,965 2,000 - - Non-financial liabilities: Accrued expenses Amounts due to construction contract customers (see note 15) Contingent consideration (see note 25) Corporation tax Other taxes and social security 4,313 2,539 4,160 2,243 1,569 2,737 1,423 156 764 1,632 3,329 - 24 867 10,962 8,391 183 - 1,423 - 67 5,833 454 3 - - 340 3,040 The carrying values of trade and other payables are considered to be a reasonable estimate of their fair values. Trade creditors and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for trade purchases is 31 days (2016 - 31 days). For most suppliers no interest is charged on the trade payables. The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms. (cid:3) (cid:3) (cid:3) Notes to the Financial Statements (continued) 21 Obligations under finance leases and hire purchase contracts The Group uses finance leases and hire purchase contracts to acquire plant and machinery. Future minimum lease payments under hire purchase contracts are as follows: (cid:3) 91 Future minimum payments due: Not later than one year After one year but not more than five years Less finance charges allocated to future periods Present value of minimum lease payments The present value of minimum lease payments is analysed as follows: Not later than one year After one year but not more than five years Group 2017 £'000 2016 £'000 243 883 (168) 958 211 747 958 8 14 (2) 20 7 13 20 The average lease term is 5 years. For the year ended 31 December 2017, the average effective borrowing rate was 5.73% (2016 – 5.75%). Interest rates are fixed at the contract date. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. All lease obligations are denominated in sterling. The Group's obligations under finance leases are secured by the lessors' rights over the leased assets as disclosed in note 11. (cid:3) (cid:3) Annual Report & Financial Statements 2017 Notes to the Financial Statements (continued) Notes to the Financial Statements (continued) 22 Deferred taxation 92 24 Share capital (cid:3) (cid:3) 93 At 1 January Arising on business combination Accelerated capital allowances Credit to comprehensive income Group 2017 £'000 823 724 8 (130) 2016 £'000 978 - - (155) At 31 December 1,425 823 The deferred tax liability arose in respect of intangible assets acquired on the acquisition of TPG Maritime Limited and TPG Engineering Limited on 5 April 2012, and Shaw Sheet Metal Company on 30 January 2015, ALS Technologies Limited and Flexible Solutions Software Limited on 6 February 2017 and Polaris Consulting (Holdings) Limited on 12 December 2017. In the year to 31 December 2017, the credit to Comprehensive Income of £130,000 (2016 - £155,000) comprises the release of deferred tax liability arising on the amortisation of acquired intangibles. 23 Provisions At 1 January 2017 Utilised Released to income statement Charged to income statement At 31 December 2017 Group Warranty £'000 Contracts £'000 Property £'000 Total £'000 686 - (250) 15 451 85 (85) - - - 330 1,101 (220) - - (305) (250) 15 110 561 The warranty provision recognises future claims for rectification and repair to goods sold and remaining under a contractual warranty period, the majority of which are expected to be incurred in the next one to three years. The property provision recognises future costs of building dilapidations arising under the terms of property leases expiring over the next 15 years. Allotted, called up and fully paid 2017 Number 2016 Number 2017 £'000 2016 £'000 Ordinary shares of 1 pence each 758,565,854 422,464,726 7,586 4,225 In accordance with the Articles of Association for the Parent Company adopted on 19 May 2011, the share capital of the Parent Company at the start of the year consisted of an unlimited number of ordinary shares of nominal value 10 pence each. The Parent Company on 28th September 2016 reduced the nominal value of its share capital from 10 pence to 1 pence per share by way of a capital reduction. This reduction of capital received approval at the General Meeting of the Shareholders at the offices of Nabarro LLP, 125 London Wall, London EC2Y 5AL on 8th September 2016, was confirmed on the 28th September by the courts and the order has been registered with Companies House on that date. The Parent Company has given certain undertakings to the court in relation to the reserve arising on the reduction of capital for the protection of the Parent Company's creditors at the date on which the reduction of capital took effect. All shares are equally eligible to receive dividends and the repayment of capital and represent one vote at the shareholders' meeting of TP Group plc. None of the Parent Company shares are held by any company in the Group. The Employee Benefit Trust holds shares in the Parent Company as set out in note 26. In July 2017, the Group completed an exercise to raise funds through an issuance of ordinary shares. On 28 July, 336,101,128 shares were issued for trading on AIM at an issue price of 6.5 pence per share. This raised gross proceeds of £21.8 million pounds, realising £20.8 million net of fees and 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 admitted to trading on AIM. (cid:3) (cid:3) (cid:3) (cid:3) Annual Report & Financial Statements 2017 Notes to the Financial Statements (continued) Notes to the Financial Statements (continued) (cid:3) (cid:3) 95 94 24 Share capital (continued) Options The Group has two unapproved share option schemes and an Enterprise Management Incentive (EMI) scheme. Share options have been granted by both the Parent Company and the Corac Employee Benefit Trust (note 26) under the rules of these schemes. The share options granted by the Employee Benefit Trust have no dilutive effect on the Parent Company's share capital. Unapproved schemes EMI scheme Total Number of options Parent Company Parent Parent EBT Company EBT Company EBT Total Number Number Number Number Number Number Number At 1 January 2017 10,835,068 Granted during the year 32,640,856 Lapsed during the year (1,484,062) Cancelled during the year (6,800,000) At 31 December 2017 35,191,862 - - - - - 7,828,360 286,666 18,663,428 286,666 18,950,094 14,777,000 - 47,417,856 - 47,417,856 (2,246,774) (160,000) (3,730,836) (160,000) (3,890,836) (4,230,448) (100,000) (11,030,448) (100,000) (11,130,448) 16,128,138 26,666 51,320,000 26,666 51,346,666 The exercise of options granted prior to April 2010, those granted during 2014 and 2015 and those granted to the directors during 2017 are subject to the satisfaction of the applicable performance conditions. At 31 December 2017, performance conditions not satisfied relate to the market price of the ordinary shares of the Parent Company as quoted on AIM. Options vest over a three-year period and generally will lapse on cessation of employment or ten years from issue. The movement on the Group's share option scheme is summarised in the table below: 2017 Weighted average exercise price (pence) 15.62 28.42 11.80 7.00 2017 Number of options 18,950,094 (3,890,836) (11,130,448) 47,417,856 2016 Weighted average exercise price (pence) 15.50 37.50 13.07 - 2016 Number of options 23,514,134 (366,667) (4,197,373) - At 1 January 2017 Lapsed during the year Cancelled during the year Granted during the year At 31 December 2017 7.52 51,346,666 15.62 18,950,094 Exercisable at 31 December 2017 13.45 4,152,144 16.75 15,776,097 No share options were exercised during the year (2016 - none). The options outstanding at 31 December 2017 had exercise prices as shown in the following table and a weighted average remaining contractual life of 8.93 years. 24 Share capital (continued) At 31 December 2017 options over ordinary 1p shares together with the fair value per option granted and the assumptions used in the calculation of fair value for awards made after 7 November 2002, are set out in the table below. The closing market price of the Parent Company's shares at 31 December 2017 was 6.000p and the range during the year was between 5.250p and 8.375p. Expected volatility is a measure of the amount by which a share price is expected to fluctuate during a period. For options issued after 2009, expected volatility was based on the volatility of the Parent Company's shares during the previous 12 months. For options issued in earlier periods, the volatility of the Parent Company's share price was calculated as the average of annualised standard deviations of daily continuously compounded returns on the Parent Company's stock, calculated over 1, 2 and 3 years back from the date of grant where possible. The risk-free rate is the yield to maturity on the date of grant of a UK Gilt Strip, with term to maturity equal to the expected life of the option. The Group recognised total expenses of £375,000 and £4,000 related to equity-settled share-based payment transactions in 2017 and 2016 respectively. Option price per share pence Closing share price at grant pence Exercise price pence Expected volatility % Risk-free interest rate % Fair value per share pence 14.90 21.75 15.00 11.25 10.00 14.00 10.00 10.00 7.00 7.00 7.00 7.00 16.75 22.00 14.80 11.25 9.50 14.00 9.75 5.50 7.25 7.25 7.25 7.25 14.90 21.75 15,00 11.25 10.00 14.00 10.00 10.00 7.00 7.00 7.00 7.00 79.50 50.63 37.43 36.28 36.28 42.23 19.57 42.28 56.89 56.89 56.89 56.89 2.76 1.20 0.80 0.47 0.51 0.35 0.53 0.76 0.66 0.66 0.66 0.66 7.96 6.31 3.04 2.27 1.73 3.25 0.99 0.38 3.12 3.14 3.26 3.57 Date of grant 2008 2010 2010 2012 2012 2013 2014 2014 2017 2017 2017 2017 Number 26,666 * 200,000 1,950,000 500,000 166,667 295,810 789,667 250,000 24,080,490 12,040,245 6,020,121 5,027,000 51,346,666 * These options were issued to the Employee Benefit Trust. All options expire 10 years after the date of grant. The dividend yield of 0% in all cases reflects the absence of dividends and of a clear dividend policy statement at the relevant dates of grant. (cid:3) (cid:3) (cid:3) (cid:3) Annual Report & Financial Statements 2017 Notes to the Financial Statements (continued) Notes to the Financial Statements (continued) (cid:3) (cid:3) 97 96 25 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 £425,000. 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: ALS Technologies Limited Property, plant & equipment Identifiable intangible assets Cash and bank balances Trade and other receivables Trade and other payables Deferred taxation Total net assets Book value £'000 Adjustment £’000 Fair value £'000 21 - 425 663 (547) - 562 - 1,850 - - - (314) 1,536 21 1,850 425 663 (547) (314) 2,098 Flexible Software Solutions Limited Book value £'000 Adjustment £'000 Fair value £'000 Property, plant & equipment Identifiable intangible assets Cash and bank balances Trade and other receivables Trade and other payables Deferred taxation Total net assets Fair value of consideration Cash Deferred contingent consideration Total consideration Goodwill 1 - 15 35 (13) - 38 - 21 - - - (4) 17 1 21 15 35 (13) (4) 55 £'000 1,571 582 2,153 - 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. 25 Business combinations (continued) 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: Book value £'000 Adjustment £’000 Fair value £'000 Property, plant & equipment Identifiable intangible assets Cash and bank balances Trade and other receivables Trade and other payables Borrowings Deferred taxation Total net assets Fair value of consideration Cash Deferred contingent consideration Total consideration Goodwill 31 - 66 854 (775) (66) (6) 104 - 2,390 - - - - (406) 1,984 31 2,390 66 854 (775) (66) (412) 2,088 £'000 1,499 841 2,340 252 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 the acquisitions of ALS, FSS and Polaris Consulting (Holdings) Limited been effective 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. (cid:3) (cid:3) (cid:3) (cid:3) Annual Report & Financial Statements 2017 Notes to the Financial Statements (continued) 26 Employee Benefit Trust 98 On 8 November 2002, the Parent Company established the Corac Employee Benefit Trust, an employee benefit trust, as an employees' share scheme for the benefit of and as an incentive for the employees of the Group. The Corac Employee Benefit Trust is managed by an independent trustee. At 31 December 2017 the Parent Company had loaned £600,000 (2016 - £600,000) to the Corac Employee Benefit Trust. With this loan the Trustee purchased shares in the Parent Company and, at 31 December 2017, the Corac Employee Benefit Trust held 1,606,769 (2016 - 1,606,769) ordinary shares in TP Group plc with a book cost of £653,352 (2016 - £653,352) which had a market value of £96,406 (2016 - £104,440). As set out in note 2.15(iii), neither the purchase nor sale of shares in the Parent Company leads to a gain or loss being recognised in the Consolidated Statement of Comprehensive Income but instead these are shown as movements on consolidated equity. Options have been granted over 26,666 (2016 – 286,666) shares to certain employees being: 26,666 at 14.9p per share until 30 December 2018. At 31 December 2017, performance conditions not satisfied relate to the market price of the ordinary shares of the Parent Company as quoted on AIM. The Parent Company intends to fund any shortfall should the Employee Benefit Trust need to purchase more shares to fulfil its obligations to option holders. Dividends on the shares owned by the Employee Benefit Trust, the purchase of which was funded by an interest free loan to the Employee Benefit Trust from the Parent Company, are waived on the condition that the Trustee shall not be liable for any losses to the Employee Benefit Trust as a result of the waiver. 27 Risk management objectives and policies Liquidity risk The Group holds investments in bank deposits as a liquid resource to fund its operations. The Group's strategy for managing cash is to maximise interest income whilst ensuring availability to match the profile of the Group's expenditure. Liquidity is further managed by tight controls over expenditure. Credit risk The Group's exposure to credit risk arises from holding cash and cash equivalents. The Group places funds on deposit directly with banks. Group credit policy limits deposits to an approved list of specific banks, which is compiled taking into account various factors including credit ratings. The Group's exposure to credit risk is also attributable to its trade receivables, which, as set out in note 17, at 31 December 2017 were £6,743,000 (2016 - £3,314,000). The amounts presented in the balance sheet are net of allowances for doubtful receivables, estimated by the Group's management based on prior experience and their assessment of the current economic environment. There are doubtful receivables of £33,000 at the end of 2017 (2016 - £31,000). Interest rate risk A further risk arising from the Group's financial instruments is interest rate risk. The directors consider the principal element of risk directly arising from changes in interest rates relates to the level of interest income earned on bank deposits. Funds are invested to maintain a balance between accessibility of funds and competitive rates of return whilst investing funds safely. It is, and has been throughout the period under review, the Group’s policy that no trading in financial instruments shall be undertaken. (cid:3) (cid:3) (cid:3) (cid:3) 99 Notes to the Financial Statements (continued) 27 Risk management objectives and policies (continued) Foreign currency risk The Group undertakes contracts denominated in foreign currencies (principally Euro and US dollar) leading to an exposure in exchange rate movements for both sales and purchase transactions. Where they cannot be offset, forward exchange contracts are utilised to minimise the risk. 28 Financial commitments under operating leases Future minimum lease payments under non-cancellable operating leases are as follows: Land and buildings Within one year From one to five years In more than five years Office equipment and motor vehicles Within one year From one to five years In more than five years Group 2017 £'000 Parent Company 2016 £'000 2017 £'000 2016 £'000 579 1,313 2,831 4,723 43 2 79 587 1,672 3,479 5,738 60 22 - 4,847 5,820 15 - - 15 - - - 15 36 15 - 51 - - - 51 No company in the Group sub-leases any of their leased premises. Land and building operating lease payments represent rentals payable by the Group for all of its properties. Leases are negotiated for periods of between 1 and 25 years and rentals are fixed for an average of 5 years. At 31 December 2017, the Group had no capital commitments (2016 - none). 29 Contingent liabilities As part of the Group’s long-term contract trading activities, £531,000 of performance and warranty bonds (2016 - £156,138) have been issued to customers. No liability is expected to arise and no provision is made in the accounts. 30 Related party transactions There were no related party transactions during the reporting period. During the prior year, the Parent Company incurred £30,000 of expense with BIE Executive Limited. Richard King was the Chairman of both BIE Executive Limited and TPG Group Plc at the time the expense was incurred (resigned as director on 31 December 2016). (cid:3) (cid:3) Annual Report & Financial Statements 2017 Notes to the Financial Statements (continued) Company Information (cid:3) 31 Subsequent events 100 Post-period, 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. The disposal will be completed for a total consideration of £0.3m, payable over the next 3 years. Company Number 3152034 Directors P Cartmell - Chief Executive Officer A McCree - Non-executive Chairman S Kings – Executive Director (resigned 9 February 2018) D Stroud – Chief Financial Officer (appointed 1 March 2016) P Holland – Non-executive Chairman (appointed 21 February 2017) J Warner-Allen – Non-executive Chairman (appointed 27 February 2017) Secretary C MacPherson Registered Office Cody Technology Park Old Ively Road, Farnborough, Hampshire, GU14 0LX Nominated Adviser and Broker Cenkos Securities plc 6-8 Tokenhouse Yard, London EC2R 7AS Auditor Deloitte LLP Abbots House, Abbey Street, Reading, Berkshire, RG1 3BD Solicitor CMS Cameron McKenna Nabarro Olswang LLP Cannon Place, 78 Cannon Street, London, EC4N 6AF Bankers National Westminster Bank plc 1 Penn Road, Beaconsfield, Buckinghamshire HP9 2PU Barclays Bank plc One Snowhill, Queensway, Birmingham B4 6GN Patent Agent Mathys & Squire LLP The Shard, 32 London Bridge Street, London, SE1 9SG Registrar Equiniti PO Box 4630 Aspect House, Spencer Road, Lancing, West Sussex BN99 6QQ Financial PR Vigo Communications 180 Piccadilly, London, W1J 9HF (cid:3) (cid:3) (cid:3) 101 (cid:3) (cid:3) Annual Report & Financial Statements 2017 TP Group Plc A2/1064 Cody Technology Park Farnborough GU14 0LX tel: +44 (0)1753 285810 email: info@tpgroup.uk.com www.tpgroup.uk.com Registered in England & Wales No. 3152034 © Copyright TP Group 2018 

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