TIDMSOG

RNS Number : 8183M

StatPro Group PLC

02 August 2017

2 August 2017

StatPro Group plc

Revenue and profit growth through cloud investment

StatPro Group plc, (AIM: SOG, "StatPro", "the Group"), the leading provider of portfolio analysis and asset pricing services for the global asset management industry, has published its interim results for the six months ended 30 June 2017.

 
                           Six months   Six months 
                             ended 30     ended 30 
                            June 2017    June 2016   % change 
                             GBP21.62     GBP17.55 
                 Revenue            m            m       +23% 
    Annualised Recurring     GBP53.19     GBP36.17 
     Revenue ("ARR") (1)            m            m       +47% 
                              GBP2.78      GBP2.05 
     Adjusted EBITDA (2)            m            m       +35% 
                            GBP(2.29)    GBP(0.96) 
         Loss before tax            m            m 
                              GBP3.52    GBP(2.44) 
          Free cash flow            m            m 
  Loss per share - basic       (3.3)p       (1.2)p 
    Earnings per share - 
            adjusted (2)         1.8p         1.1p       +64% 
    Interim dividend per 
                   share        0.85p        0.85p          - 
------------------------  -----------  -----------  --------- 
 

Financial highlights:

   --      Group revenue up 23% to GBP21.62 million (2016: GBP17.55 million) 

o Organic growth in revenue 2% (2016: nil)

o Currency impact on revenue 11% (2016: 2%)

   --      Adjusted EBITDA increased by 35% to GBP2.78 million (2016: GBP2.05 million) 

-- Loss before tax of GBP2.29 million (2016: GBP0.96 million) after acquisition and restructuring costs and other non-cash adjustments

   --      Interim dividend maintained at 0.85 pence per share 
   --      Free cash flow in H1 2017 increased to GBP3.52 million (2016: outflow of GBP2.44 million) 

Operating highlights:

   --      StatPro Revolution organic revenue growth of 16% (2016: 62%) 

-- Completed acquisition of UBS Delta - risk and performance analytics service for approx. EUR13 million (GBP11.2 million) in cash, paid over three years.

o UBS Delta extends risk and performance analytics service from middle office to front office of asset managers

o Acquisition phased over three to five years as StatPro incorporates UBS Delta's functionality into flagship product, StatPro Revolution

o Integration progressing to plan

   --      Software as a service (SaaS) as a percentage of software now 82% (2016: 74%) 
   --      Multi-currency financing facility with Wells Fargo increased to GBP41.0 million 

(1) Annualised Recurring Revenue is the annual value of revenue contractually committed at period end.

(2) Adjusted EBITDA and adjusted earnings/losses per share are EBITDA and earnings/losses per share after adjustment for amortisation of acquired intangible assets, acquisition transaction, redundancy and other integration costs, fair value movement on non-controlling interest put option and share based payments (notes 2 and 5).

Justin Wheatley, Chief Executive of StatPro, commented:

"Our underlying profitability has seen a solid improvement in H1 2017 and the recently acquired Delta business has significantly boosted our recurring revenues - a key metric for the business. Our ARR is now GBP53.19 million, up some 47% from this time last year.

"The acquisition of Delta was a major development for us. This business transforms our scale and significantly enhances our product capabilities. Our focus is now on maintaining the service for Delta clients, whilst migrating Delta's unique functionality onto StatPro Revolution's platform.

"Our journey to transform StatPro into a SaaS business is largely complete, with over 82% of our software revenues coming from our cloud services. We expect to improve our margins at all levels as we benefit from the enhanced scale provided by Delta, our solid organic growth and the operational gearing inherent in a cloud-based business."

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014 (MAR).

A presentation for analysts of the interim results will be held at 9.30am today at the offices of Instinctif Partners, 65 Gresham Street, London, EC2V 7NQ.

Enquiries:

 
 StatPro Group plc 
 Justin Wheatley, Chief           +44 (0) 20 8410 
  Executive                                  9876 
 Andrew Fabian, Finance 
  Director 
 
 Panmure Gordon - Nomad 
  and Broker 
 Corporate Finance - Freddy       +44 (0) 20 7886 
  Crossley / Fabien Holler                   2500 
 Corporate Broking - Tom 
  Salvesen 
 
 Instinctif Partners 
 Adrian Duffield / Kay Larsen     +44 (0) 20 7457 
  / Chris Birt                               2020 
 

About StatPro

StatPro is a global provider of award winning portfolio analytics solutions for the investment community. The Group's cloud-based platform provides vital analysis of portfolio performance, attribution, risk and compliance. This multi-asset class analytics platform helps StatPro's clients increase assets under management, improve client service, meet tough regulations and reduce costs.

The Group's integrated and global data coverage includes over 3.2 million securities such as equities, bonds, mutual funds, FX rates, futures, options, OTCs, sector classifications and much else besides. StatPro also covers most families of benchmarks including MSCI, FTSE, Russell, NASDAQ and the open source Freedom Index.

The Group has operations in Europe, North America, South Africa, Asia and Australia, with hundreds of clients in 39 countries around the world.

StatPro has grown its Annualised Recurring Revenue from less than GBP1 million in 1999 to around GBP53 million today. Over 75% of recurring revenues are generated outside the UK. StatPro Group plc shares are listed on AIM.

Overview

The first half of the year saw a strong improvement in adjusted EBITDA, rising 35% to GBP2.78 million (2016: GBP2.05 million) with H1 revenues up 23% to GBP21.62 million (2016: GBP17.55 million).

ARR, which highlights the Group's strategy of growing recurring revenue contracts, increased by 47% to GBP53.19 million (2016: GBP36.17 million) over the last 12 months.

Excluding the effect of the acquisition of Delta, revenues rose 13% and the operating profit was GBP0.62 million (2016: loss GBP0.60 million). Free cash flow increased to GBP3.52 million from a GBP2.44 million cash outflow. The Group has maintained the dividend at 0.85p.

StatPro is now truly cloud-based and firmly established as one of the leading services for the portfolio analytics market. 82% of the Group's software ARR is now from SaaS.

The highlight of the first half was the acquisition of Delta from UBS for approximately EUR13 million (GBP11.2 million) in cash, paid over three years. Delta will enable StatPro to extend its risk and performance analytics service from the middle office to the front office of asset managers.

The acquisition of Delta is phased over three to five years as StatPro incorporates Delta's functionality into its flagship product, StatPro Revolution. Throughout the transition, and until StatPro has fully integrated Delta's functionality, UBS will continue to operate and support Delta for its clients.

Investor Analytics (now known as Alpha), acquired in 2016, is being integrated into the Group's flagship cloud platform, StatPro Revolution.

These two acquisitions provide the Group with considerably enhanced capabilities, functionality and the ability to address a wider number of portfolio risk and performance segments.

The Group will continue to consider making acquisitions to widen its customer base and/or increase its product portfolio.

Current trading and outlook

The Group's sales pipeline of larger prospects continues to grow as asset managers and fund administrators begin to see the benefits of StatPro's cloud-based technology for their risk and performance management operations.

The Board is positive about the prospects for H2 2017 with trading expected to be in line with expectations. The addition of Delta underpins this confidence.

Operational review

Total StatPro Revolution revenue grew 61%, including acquisitions. The underlying growth, excluding acquisitions, was 27%. StatPro Seven also continues to be resilient with StatPro Composites seeing growth of 9% in ARR as more and more asset managers become compliant with Global Investment Performance Standards ("GIPS(R) "). Professional services have been lower in part due to the greater ease with which clients are able to implement StatPro Revolution, thus requiring less consulting.

Since launching the core module, StatPro Revolution Performance in September 2016, two fund administrator clients have on-boarded 36 of their own clients between them. They are looking to expand this significantly in the second half of 2017.

StatPro Revolution Performance has transformed the operations of fund administrators, allowing the on-boarding of new clients more efficiently, with greater ease of controlling data and increased speed and scale in calculating results and delivering services to their clients. It is notable that both of these fund administrators have spoken at conferences on the benefits of StatPro Revolution in providing their clients a better service.

The performance measurement and risk analytics market is largely a replacement market and it can take time for prospects to make decisions. However, the step change that the Group's proven technology offers is giving StatPro a real advantage over incumbent legacy systems. Once a decision to switch has been made, it is normally for a five to ten-year period.

With the Group's new technology now maturing as a service, StatPro is expanding its North America sales team. The Group has hired a senior executive, William Entwistle, to lead the team. William has previously worked at IDC, SS&C, and IBM and joins the Group's operating board, the Group Executive Board. StatPro has also hired three new salespeople for North America and is likely to invest in further additions in H2 2017.

In Europe, the Group has consolidated its sales teams in London and Milan following the acquisition of Delta. StatPro currently has 12 salespeople across Europe and is looking to expand the London team during H2.

The Group has consolidated its Asian operation into Sydney, doubling its size, and closed its Hong Kong office. StatPro has also added further sales resource there to help support its Delta clients in the region.

Development of StatPro Revolution has been expanded to include additional resource to handle the integration of Delta, as well as continuing the existing road map for development. StatPro has made three releases so far this year, each delivering significant improvements in functionality. Two more are expected this year.

Acquisitions

Delta

StatPro is fully engaged in the process of integrating Delta into the Group with the focus on developing the unique Delta functions inside StatPro Revolution. The Group is engaging with Delta clients to explain the integration plans.

The Group is focussed on continuing to ensure that there is no disruption to Delta's service, as StatPro has guaranteed the existing platform for five years. The business is having extensive consultations with clients to ensure optimal migration.

It is also clear that there are numerous opportunities for new business with Delta clients.

Alpha (previously Investor Analytics)

StatPro launched the first version of Alpha integrated with StatPro Revolution in March 2017 and the second version was released in July 2017. The Group expects to complete the integration of Alpha seamlessly into the StatPro Revolution platform next year.

Alpha's physical servers have been moved from New Jersey to the Group's private cloud capability in Toronto. The combination of Alpha and StatPro Revolution has resulted in a number of additional sales and the pipeline is growing well.

Increased investment in Infovest

In February 2017, StatPro increased its investment in Infovest to 72.7% by acquiring additional shares from three of the founders of the company. The business has made strong progress since StatPro acquired 51% of the business in March 2016.

Infovest revenues have grown 28%, and profitability has increased by approximately 47%. Infovest has been able to leverage the Group's global network of clients to win new business in the US, Canada and the UK as well as its home market of South Africa.

Financial review

Revenue

Group revenue increased by 23% to GBP21.62 million (2016: GBP17.55 million). The revenue growth was driven by organic growth in StatPro Revolution combined with the positive impact of the Delta acquisition and currency benefits, offset by the expected reduction in revenue for StatPro Seven, as shown below.

 
 
                                          GBPm   % change 
 Revenue bridge 
 H1 2016 at actual rates                 17.55 
 Underlying growth 
 StatPro Revolution                       0.96       +16% 
 StatPro Seven                          (0.38)       (4%) 
 Data/professional fees                 (0.23)       (7%) 
                                       ------- 
                                          0.35        +2% 
 Impact of acquisitions and currency 
 Acquisitions                             1.86 
 Currency impact                          1.86 
                                       ------- 
 H1 2017 at actual rates                 21.62       +23% 
-------------------------------------  -------  --------- 
 

95% of Group revenue was recurring revenue (2016: 93%).

Recurring revenue

The Group's SaaS business model of recurring revenue contracts provides excellent visibility of projected revenue. ARR at the end of June 2017 increased by 47% over the previous 12 months to GBP53.19 million (2016: GBP36.17 million). Organic growth of StatPro Revolution ARR was 9%. Growth in StatPro Seven ARR was 3%; Data ARR fell by 2%. Excluding the impact of acquisitions and currency rates, overall organic growth in Group ARR was 3% (2016: 1%).

Our revenue derives from contracts in a mix of currencies, with the primary ones being EUR, USD, GBP and CAD and therefore the business is impacted by movements in fx rates but the spread of currencies for revenues and costs provides an element of natural hedging in the reported results.

There has been a significant increase (67%) in average revenue per StatPro Revolution/cloud client to GBP75,500 (2016: GBP45,300), boosted by continued focus on larger contract values, and the Delta acquisition, where average revenue per client is approximately GBP127,500. The organic growth of average ARR for StatPro Revolution was 19%.

Approximately 85% of new recurring contracted revenue came from existing clients (2016: 83%). Data fees were GBP2.03 million (2016: GBP1.81 million) and professional services revenue was GBP1.03 million (2016: GBP1.16 million).

SaaS-based KPIs

One KPI used by SaaS businesses is the ratio of costs of acquiring each customer ("CAC") compared to the Lifetime Value of the customer contracts ("LTV"). The results for StatPro are presented below for June 2017 on a 12-month trailing basis.

 
 
   All contracts (unaudited) 
                                   Year    Year 
                                     to      to 
                                     30      30 
                                   June    June 
                                   2017    2016 
 Average Cost of Acquiring 
  Customer ("CAC") (GBP'000s)     120.0    85.9 
 
 Implied Customer Lifetime 
  (years)                          12.4    10.2 
 
 Average ARR per customer 
  (GBP'000s)                       98.8    79.3 
 
 Implied Customer Lifetime 
  Value ("LTV") (GBP'000s)        1,221     810 
 
 LTV: CAC                          10.2     9.4 
 

The comparatives for June 2016 have been restated to be consistent with the methodology adopted in the Annual Report for 2016

A value of three or higher for the ratio of LTV:CAC is considered the industry benchmark for a successful SaaS business and for StatPro it is well above this figure.

Operating expenses

Operating expenses (before amortisation of intangible assets and exceptional items) increased as planned by 22% (13% at constant currency) to GBP17.78 million (2016: GBP14.54 million). GBP1.96 million (13%) of the increase was related to operating costs within the recently acquired Delta business. Other increases in expenditure related to the investment in cloud technology, data costs, software and communications costs and cloud infrastructure. The average number of employees was 303 (2016: 255).

Adjusting items

One-off adjusting items amounting to a total of GBP2.71 million were incurred. These include: GBP2.51 million related to the transaction costs of the acquisition and associated restructuring charges in Delta as well as costs arising from streamlining StatPro's European operations. The non-cash fair value movement on the non-controlling interest put option of GBP0.20 million relates to Infovest.

 
                                              Six           Six        Six        Six 
                                           months        months     months     months 
                                               to            to         to         to 
                                             June          June       June       June 
                                             2017          2017       2017       2016 
                                         GBP'000s      GBP'000s   GBP'000s   GBP'000s 
                                         Existing 
                                       operations   Acquisition      Total      Total 
===================================   ===========  ============  =========  ========= 
 Fair value movement on 
  non-controlling interest 
  put option                                  202             -        202          - 
 
 Acquisition transaction, 
  redundancy and other integration 
  costs                                       499         2,008      2,507      1,241 
 
 Total adjusting items                        701         2,008      2,709      1,241 
------------------------------------  -----------  ------------  ---------  --------- 
 

Profitability

Adjusted EBITDA increased to GBP2.78 million (2016: GBP2.05 million). Gross profit margin was 58% (2016: 60%) as shown in note 5. The adjusted EBITDA margin was 12.9% (2016: 11.7%). Delta was close to breakeven on an adjusted EBITDA basis in the short period since acquisition and the core business had an EBITDA margin of approximately 14.6%.

Finance income and expense

Net finance expense was GBP0.50 million (2016: GBP0.36 million), as a result of increased net debt associated with the financing of the Delta acquisition.

Loss before tax

The adjusted operating profit increased year on year to GBP1.94 million (2016: GBP1.29 million). Adjusting items include amortisation of acquired intangible assets (GBP0.88 million), acquisition related and restructuring costs (GBP2.51 million), fair value movement on non-controlling interest put option (GBP0.20 million), and share based payments (GBP0.14 million). The loss before taxation was GBP2.29 million (2016: GBP0.96 million).

 
 EBITDA Reconciliation 
----------------------------------------   ---------  ---------  --------- 
                                                2017       2016 
                                            GBP'000s   GBP'000s   % change 
 Adjusted EBITDA                               2,780      2,053        35% 
 Depreciation of property, 
  plant and equipment                          (743)      (659) 
 Amortisation on purchased 
  assets                                        (95)      (105) 
                                           ---------  --------- 
 Adjusted operating profit                     1,942      1,289        51% 
 Amortisation on acquired 
  intangible assets                            (881)      (546) 
 Fair value movement on non-controlling 
  interest put option                          (202)          - 
 Acquisition related, restructuring 
  costs and negative goodwill                (2,507)    (1,241) 
 Share-based payments                          (144)      (105) 
                                           ---------  --------- 
 Total adjusting items                       (3,734)    (1,892) 
                                           ---------  --------- 
 Operating loss                              (1,792)      (603) 
 Net finance expense                           (496)      (357) 
                                           ---------  --------- 
 Loss before taxation                        (2,288)      (960) 
-----------------------------------------  ---------  ---------  --------- 
 

Taxation

The tax credit was GBP0.27 million (2016: GBP0.25 million). The overall effective tax credit rate on the loss is 12% (2016: 26%). The underlying tax rate has reduced mainly due to reducing UK tax rates and R&D tax benefits.

Earnings/losses per share

Adjusted earnings per share was 1.8p (2016: 1.1p). Actual basic and diluted losses per share was 3.3p (2016: 1.2p).

Interim dividend

An interim dividend of 0.85 pence per ordinary share (2016: 0.85 pence) will be paid on 1 November 2017 to shareholders on the register at the close of business on 6 October 2017 (ex-div date will be 5 October 2017).

Balance sheet

The Group's net assets at the period end were GBP28.93 million (Dec 2016: GBP32.59 million). The primary movements in the six-month period were the increase in intangible assets of GBP10.33 million, mainly relating to the acquired intangibles from the Delta acquisition, and the increase in borrowings related to acquisition payments. There has also been an increase in deferred revenue, which is a non-cash liability to GBP18.58 million (Dec 2016: GBP17.60 million).

Cash flow and financing

StatPro continues to be cash generative with cash generated from operations of GBP7.48 million (2016: GBP2.29 million), benefitting from strong positive working capital movements. The free cash flow was an inflow of GBP3.52 million (2016: outflow of GBP2.44 million). The Group ended the period with net debt of GBP18.92 million (Dec 2016: GBP10.06 million). The increase in net debt arose primarily because of the financing of the Delta acquisition, and further payments on Infovest and Investor Aanalytics acquisitions, using the Group's debt facilities.

Financing facility

As part of the acquisition of Delta signed in April 2017, the multi-currency financing facilities with Wells Fargo were increased. The key features of the facilities, now amounting to GBP41.0 million, are:

   --      Five-year commitment period to April 2022 
   --      GBP10 million committed revolving credit facility 
   --      Committed term loans totalling GBP19.0 million 
   --      Committed deferred drawdown loans totalling GBP4.5 million 
   --      GBP7.5 million uncommitted additional facility available 

The primary financial covenants are linked to recurring revenue and EBITDA while allowing the Group to invest for growth. The financing costs are amortised over the five-year term. This facility strengthens the Group's long-term financial structure and therefore the Board believes that the Group is well positioned to manage the business risks.

Acquisitions

During H1 2017, StatPro completed one acquisition and increased its investment in an existing subsidiary, as follows:

Acquisition of Delta

On 15 May 2017, StatPro completed the First Closing of the acquisition, from UBS, of its risk and performance analytics service, UBS Delta. An initial payment of approximately GBP7.5 million has been made, out of a total cash consideration of approximately EUR13 million (GBP11.2 million), with the remainder being paid over three years.

Increase in majority control of Infovest

The Group increased its shareholding in Infovest Consulting (Pty) Ltd ("Infovest"), from 51.0% to 72.7% in February 2017. The consideration for the additional 21.7% shareholding was ZAR 19.1 million (GBP1.15 million) in cash.

Further details on these acquisitions are provided in note 9.

Research and development and capex

The research and development team is now focused solely on the Group's cloud-based solutions, the StatPro Revolution platform. R&D expenditure increased to GBP3.62 million (2016: GBP2.27 million), equating to 17% of Group revenue (2016: 13%). R&D has increased as a result of the work commenced on integrating the Delta product onto the Revolution platform and although R&D is higher than H1 2016, the level of R&D spend in relation to revenue is similar to the level in FY 2016. Capitalised development costs were GBP2.62 million (2016: GBP1.87 million) and amortisation on internal development was GBP1.94 million (2016: GBP1.71 million). Capital expenditure on property, plant and equipment was GBP1.46 million (2016: GBP1.02 million), of which GBP1.09 million were financed under finance lease arrangements.

Principal risks and uncertainties

The directors continue to evaluate the principal business risks and uncertainties affecting the Group and further discussion of the principal risks and uncertainties can be found on pages 24 to 27 of the StatPro 2016 Annual Report.

Group Income Statement

For the six months ended 30 June 2017

 
                                        Notes     Unaudited     Unaudited   Unaudited   Unaudited     Audited 
                                                        Six           Six         Six         Six        Year 
                                                     months        months      months      months          to 
                                                      to 30            to          to          to          31 
                                                       June            30          30          30    December 
                                                                     June        June        June 
                                                       2017          2017        2017        2016        2016 
 
                                                   GBP'000s      GBP'000s    GBP'000s    GBP'000s    GBP'000s 
                                                   Existing   Acquisition       Total 
                                                 operations             * 
 
 Revenue                                3            19,754         1,861      21,615      17,546      37,545 
 
 Operating expenses 
  before amortisation 
  of intangible assets 
  and other adjustments                            (15,826)       (1,957)    (17,783)    (14,545)    (30,254) 
 Amortisation of 
  acquired intangible 
  assets                                              (570)         (311)       (881)       (546)     (1,060) 
 Amortisation of 
  other intangible 
  assets                                            (2,034)             -     (2,034)     (1,817)     (4,191) 
 Goodwill impairment                                      -             -           -           -     (9,724) 
 Fair value movement 
  on non-controlling 
  interest put option                   4             (202)             -       (202)           -       (628) 
 Movements in provisions 
  for contingent consideration                            -             -           -           -         272 
 Acquisition related, 
  restructuring costs 
  and negative goodwill                 4             (499)       (2,008)     (2,507)     (1,241)     (1,298) 
-------------------------------------  ------  ------------  ------------  ----------  ----------  ---------- 
 
 Operating expenses                                (19,131)       (4,276)    (23,407)    (18,149)    (46,883) 
                                               ------------  ------------  ----------  ----------  ---------- 
 
 Operating profit/(loss)                                623       (2,415)     (1,792)       (603)     (9,338) 
 
 Finance income                                                                    33           7          33 
 Finance expense                                                                (529)       (364)       (819) 
 Net finance expense                                                            (496)       (357)       (786) 
                                                                           ----------  ----------  ---------- 
 
 Loss before taxation                   5                                     (2,288)       (960)    (10,124) 
 
 Taxation                                                                         267         252          74 
                                                                           ----------  ----------  ---------- 
 
 Loss for the period                                                          (2,021)       (708)    (10,050) 
                                                                           ==========  ==========  ========== 
 
 Profit attributable 
  to non controlling 
  interests                                                                        98          71          94 
 Loss attributable 
  to equity shareholders                                                      (2,119)       (779)    (10,144) 
                                                                           ----------  ----------  ---------- 
                                                                              (2,021)       (708)    (10,050) 
                                                                           ==========  ==========  ========== 
 
 Loss per share - 
  basic                                   2                                    (3.3)p      (1.2)p     (15.4)p 
                           - diluted      2                                    (3.3)p      (1.2)p     (15.4)p 
 

* This relates to the results of the acquisition made during the financial period

Group Statement of Comprehensive Income

For the six months ended 30 June 2017

 
                                      Unaudited   Unaudited     Audited 
                                            Six         Six        Year 
                                         months      months       to 31 
                                          to 30          to    December 
                                           June          30 
                                                       June 
                                           2017        2016        2016 
 
                                       GBP'000s    GBP'000s    GBP'000s 
 Loss for the period                    (2,021)       (708)    (10,050) 
 
 Other comprehensive income to 
  be reclassified to the income 
  statement: 
 Net exchange differences                 (333)       4,864       6,606 
 Total comprehensive (loss)/income 
  for the period                        (2,354)       4,156     (3,444) 
                                     ==========  ==========  ========== 
 
 Attributable to: 
 Non controlling interests                  109          71         139 
 Equity shareholders                    (2,463)       4,085     (3,583) 
 Total comprehensive (loss)/income 
  for the period                        (2,354)       4,156     (3,444) 
                                     ==========  ==========  ========== 
 

Group Balance Sheet

At 30 June 2017

 
                                  Notes   Unaudited   Unaudited     Audited 
                                              At 30          At          At 
                                               June          30          31 
                                                           June    December 
                                               2017        2016        2016 
                                           GBP'000s    GBP'000s    GBP'000s 
 Non-current assets 
 Goodwill                          10        44,447      53,656      44,759 
 Other intangible assets           10        21,266      11,107      10,937 
 Property, plant and equipment                3,457       2,895       2,742 
 Other receivables                              135         237         134 
 Deferred tax assets                          2,541         890         516 
                                         ----------  ----------  ---------- 
                                             71,846      68,785      59,088 
 Current assets 
 Trade and other receivables                  8,161       9,211      12,051 
 Financial instruments -                         10           -           - 
  other 
 Current tax assets                           1,518       1,042       2,674 
 Cash and cash equivalents                    3,354       3,615       4,356 
                                         ----------  ----------  ---------- 
                                             13,043      13,868      19,081 
 Liabilities 
 Current liabilities 
 Financial liabilities - 
  borrowings                                (4,212)       (511)     (8,459) 
 Financial instruments - 
  non-controlling interest 
  put option *                              (1,615)     (1,929)     (2,557) 
 Financial instruments - 
  other                                         (9)       (283)        (32) 
 Trade and other payables 
  *                                         (6,296)     (5,385)     (7,573) 
 Current tax liabilities                      (602)       (162)       (485) 
 Deferred income                           (18,536)    (15,631)    (17,534) 
 Provisions *                      11       (1,284)     (1,197)       (680) 
                                           (32,554)    (25,098)    (37,320) 
                                         ----------  ----------  ---------- 
 
 Net current liabilities                   (19,511)    (11,230)    (18,239) 
                                         ----------  ----------  ---------- 
 
 Non-current liabilities 
 Financial liabilities - 
  borrowings                               (18,062)    (12,245)     (5,961) 
 Other creditors *                 11       (3,443)     (2,375)       (819) 
 Deferred tax liabilities                   (1,864)     (2,202)     (1,416) 
 Deferred income                               (40)        (41)        (67) 
 Provisions *                      11             -           -           - 
                                         ----------  ----------  ---------- 
                                           (23,409)    (16,863)     (8,263) 
                                         ----------  ----------  ---------- 
 
 Net assets                                  28,926      40,692      32,586 
                                         ==========  ==========  ========== 
 
 Shareholders' equity 
 Share capital                     12           678         678         678 
 Share premium                               23,537      23,537      23,537 
 Shares to be issued                             63          63          63 
 Treasury shares                   12       (2,328)     (2,328)     (2,328) 
 Other reserves                               6,980       5,627       7,324 
 Retained earnings                            (142)      12,796       3,018 
                                         ----------  ----------  ---------- 
 Total shareholders' equity                  28,788      40,373      32,292 
                                         ----------  ----------  ---------- 
 Non controlling interests                      138         319         294 
 Total equity                                28,926      40,692      32,586 
                                         ==========  ==========  ========== 
 

* For consistency with the year-end audited accounts for 2016, the comparatives for some components of provisions have been reclassified to non-controlling interest put option, and trade and other payables.

Group Statement of Cash Flows

For the six months ended 30 June 2017

 
                                               Unaudited   Unaudited     Audited 
                                      Notes   Six months         Six        Year 
                                                   to 30      months       to 31 
                                                    June       to 30    December 
                                                                June 
                                                    2017        2016        2016 
 
                                                GBP'000s    GBP'000s    GBP'000s 
 Operating activities 
 Cash generated from operations         6          7,479       2,291       7,454 
 Finance income                                       33           7          30 
 Finance costs                                     (328)       (223)       (530) 
 Tax received                                        173           -         453 
 Tax paid                                          (753)     (1,421)     (1,747) 
                                             -----------  ----------  ---------- 
 Net cash flow from operating 
  activities                                       6,604         654       5,660 
                                             -----------  ----------  ---------- 
 
 Investing activities 
 Acquisition of subsidiaries 
  (net of cash acquired)                9       (10,269)     (4,806)     (4,786) 
 Investment in intangible 
  assets                                         (2,716)     (2,080)     (4,940) 
 Purchase of property, plant 
  and equipment                                    (365)     (1,016)     (1,518) 
 Proceeds from the disposal 
  of property, plant and equipment                     -           -          13 
                                             -----------              ---------- 
 Net cash flow used in investing 
  activities                                    (13,350)     (7,902)    (11,231) 
                                             -----------  ----------  ---------- 
 
 Financing activities 
 Net proceeds from bank loan            7          7,281      10,797      11,685 
 Net (payments to)/proceeds 
  from finance leases                   7          (280)       1,040       (330) 
 Purchase of own shares                                -     (2,079)     (2,079) 
 Dividends paid to non-controlling                 (135)           -           - 
  interests 
 Dividends paid to shareholders                  (1,327)     (1,327)     (1,877) 
                                             -----------  ----------  ---------- 
 Net cash flow from financing 
  activities                                       5,539       8,431       7,399 
                                             -----------  ----------  ---------- 
 
 Net (decrease)/increase in 
  cash and cash equivalents                      (1,207)       1,183       1,828 
                                             -----------  ----------  ---------- 
 Cash and cash equivalents 
  at start of period                               4,356       2,203       2,203 
 Effect of exchange rate movements                   205         229         325 
                                             -----------  ----------  ---------- 
 Cash and cash equivalents 
  at end of period                                 3,354       3,615       4,356 
                                             -----------  ----------  ---------- 
 

Group Statement of Changes in Shareholders' Equity

For the six months ended 30 June 2017

 
                                                Shares 
                                                    to                  Other 
                           Share      Share         be   Treasury    reserves    Retained   Non-controlling      Total 
 Unaudited               capital    premium     issued     shares           *    earnings          interest     equity 
                        GBP'000s   GBP'000s   GBP'000s   GBP'000s    GBP'000s    GBP'000s           GBP'000   GBP'000s 
 At 1 January 
  2016                       678     23,537         63      (249)       2,692      14,796                 -     41,517 
                       ---------  ---------  ---------  ---------  ----------  ----------  ----------------  --------- 
 
 Profit for the 
  period                       -          -          -          -           -       (779)                71      (708) 
 Other comprehensive 
  income                       -          -          -          -       4,864           -                 -      4,864 
 Total comprehensive 
  income                       -          -          -          -       4,864       (779)                71      4,156 
                       ---------  ---------  ---------  ---------  ----------  ----------  ----------------  --------- 
 
 Transactions 
  with owners: 
 Put option relating 
  to non-controlling 
  interests                    -          -          -          -     (1,929)           -                 -    (1,929) 
 Non-controlling 
  interests                    -          -          -          -           -           -               248        248 
 Purchase of own 
  shares                       -          -          -    (2,079)           -           -                 -    (2,079) 
 Share based payment 
  transactions                 -          -          -          -           -         105                 -        105 
 Tax relating 
  to share option 
  scheme                       -          -          -          -           -           1                 -          1 
 Dividends                     -          -          -          -           -     (1,327)                 -    (1,327) 
                                                                               ----------                    --------- 
 At 30 June 2016             678     23,537         63    (2,328)       5,627      12,796               319     40,692 
                       ---------  ---------  ---------  ---------  ----------  ----------  ----------------  --------- 
 
 
                                                Shares 
                                                    to                  Other 
                           Share      Share         be   Treasury    reserves    Retained   Non-controlling      Total 
 Unaudited               capital    premium     issued     shares           *    earnings          interest     equity 
                        GBP'000s   GBP'000s   GBP'000s   GBP'000s    GBP'000s    GBP'000s           GBP'000   GBP'000s 
 At 1 January 
  2017                       678     23,537         63    (2,328)       7,324       3,018               294     32,586 
                       ---------  ---------  ---------  ---------  ----------  ----------  ----------------  --------- 
 
 Profit for the 
  period                       -          -          -          -           -     (2,119)                98    (2,021) 
 Other comprehensive 
  income                       -          -          -          -       (344)           -                11      (333) 
 Total comprehensive 
  income                       -          -          -          -       (344)     (2,119)               109    (2,354) 
                       ---------  ---------  ---------  ---------  ----------  ----------  ----------------  --------- 
 
 Transactions 
  with owners: 
 Non-controlling 
  interests                    -          -          -          -           -         130             (130)          - 
 Share based payment 
  transactions                 -          -          -          -           -         144                 -        144 
 Tax relating 
  to share option 
  scheme                       -          -          -          -           -          12                 -         12 
 Dividends                     -          -          -          -           -     (1,327)             (135)    (1,462) 
                       ---------  ---------  ---------  ---------  ----------  ----------  ----------------  --------- 
 At 30 June 2017             678     23,537         63    (2,328)       6,980       (142)               138     28,926 
                       ---------  ---------  ---------  ---------  ----------  ----------  ----------------  --------- 
 

* Other reserves includes a merger reserve of GBP2,369,000 (2016: GBP2,369,000), a translation reserve surplus of GBP6,540,000 (2016: GBP5,187,000) and a reserve relating to the put option held by non-controlling interests of a debit balance of GBP1,929,000 (2016: GBP1,929,000). The merger reserve arose on acquisitions and represents the difference between the fair value and the nominal value of the shares issued. The translation reserve incorporates the gains and losses on revaluation of the net assets and liabilities of subsidiary undertakings and other currency gains and losses that are presented in equity.

Notes to the interim financial information

For the six months ended 30 June 2017

   1.   Principal Accounting policies 

This interim report was approved by the Board of directors on 1 August 2017. The financial information set out in this interim report has been prepared under IFRS as adopted by the European Union and on the basis of the accounting policies set out in the statutory accounts of StatPro Group plc for the year ended 31 December 2016, amended as explained below.

New and amended accounting standards and interpretations

There were no new or amended IFRS and IFRIC interpretations effective as of 1 January 2017 which impact this interim report.

Interpretations and revised standards that are not yet effective and have not been early adopted by the Group

The following interpretations to existing standards have been published that are mandatory for the Group's future accounting but which the Group has not adopted early. Management has not yet fully assessed the impact of these new standards.

   --      IFRS 9 Financial Instruments - Classification and Measurement - 1 January 2018 
   --      IFRS 15 Revenue from Contracts with Customers - 1 January 2018 
   --      IFRS 16 Leases - 1 January 2019 

This report is not prepared in accordance with IAS 34, which is not mandatory. This interim report has not been audited but has been reviewed in accordance with ISRE 2410 by the Company's auditors, Ernst & Young LLP. The financial information does not constitute statutory accounts within the meaning of section 435 of the Companies Act 2006. Statutory accounts for StatPro Group plc for the year ended 31 December 2016 reported under IFRS have been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006. Copies of this report will be posted or provided electronically to shareholders. Further copies are available free of charge on request from the Company Secretary at the Company's registered office, Mansel Court, Mansel Road, London SW19 4AA.

Basis of preparation - going concern

After making appropriate enquiries, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For these reasons, the Board continues to adopt the going concern basis in preparing the interim report.

   2.    Earnings/losses per share 

Basic (loss)/earnings per share has been calculated based on the loss after taxation of GBP2.12 million (2016: GBP0.78 million) and the weighted average number of shares of 64.72 million (2016: 65.84 million). The basic and diluted losses per share were 3.3p (2016: 1.2p).

 
                                       Weighted                            Weighted 
                                        average                             average 
                                         number    Earnings                  number    Earnings 
                                             of         per                      of         per 
                           Earnings      shares       share    Earnings      shares       share 
                                Six         Six         Six         Six         Six         Six 
                             months      months      months      months      months      months 
                                 to          to          to          to          to          to 
                                 30          30          30          30          30          30 
                               June        June        June        June        June        June 
                               2017        2017        2017        2016        2016        2016 
                          Unaudited   Unaudited   Unaudited   Unaudited   Unaudited   Unaudited 
                           GBP'000s       '000s       pence    GBP'000s       '000s       pence 
 Loss per share 
  - basic and diluted       (2,119)      64,715       (3.3)       (779)      65,836       (1.2) 
                         ==========  ==========  ==========  ==========  ==========  ========== 
 

Adjusted earnings per share are shown in the table below. The diluted adjusted earnings per share are based on potentially dilutive shares outstanding of 1.80 million (2016: 1.06 million). The reported diluted loss per share for the year to 31 December 2016 has been adjusted to 15.4p from the 15.1p previously reported.

 
                                            Weighted                            Weighted 
                                             average                             average 
                                              number    Earnings                  number    Earnings 
                                                  of         per                      of         per 
                                Earnings      shares       share    Earnings      shares       share 
                                     Six         Six         Six         Six         Six         Six 
                                  months      months      months      months      months      months 
                                      to          to          to          to          to          to 
                                      30          30          30          30          30          30 
                                    June        June        June        June        June        June 
                                    2017        2017        2017        2016        2016        2016 
                               Unaudited   Unaudited   Unaudited   Unaudited   Unaudited   Unaudited 
                                GBP'000s       '000s       pence    GBP'000s       '000s       pence 
 Loss per share - basic          (2,119)      64,715       (3.3)       (779)      65,836       (1.2) 
 Add back: amortisation 
  of acquired intangibles            881           -         1.4         546           -         0.8 
 Add back: Non-controlling 
  interest put option                202           -         0.3           -           -           - 
 Add back: Acquisition 
  related, restructuring 
  costs and negative 
  goodwill                         2,507           -         3.9       1,241           -         1.9 
 Effect of tax on adjusting 
  items                            (451)           -       (0.7)       (391)           -       (0.6) 
 Add back: share based 
  payments                           144           -         0.2         105           -         0.2 
                              ----------  ----------  ----------  ----------  ----------  ---------- 
 Adjusted earnings 
  per share                        1,164      64,715         1.8         722      65,836         1.1 
 Potentially dilutive 
  shares                               -       1,799       (0.0)           -       1,059       (0.0) 
                              ----------                          ----------  ---------- 
 Adjusted earnings 
  per share - diluted              1,164      66,514         1.8         722      66,895         1.1 
                              ==========  ==========  ==========  ==========  ==========  ========== 
 
   3.   Revenue analysis 

Revenue by type of service was as follows:

 
                                   2017          2017       2017       2016 
                               Existing   Acquisition      Total              Change 
                                    GBP           GBP        GBP        GBP 
                                million       million    million    million        % 
============================  =========  ============  =========  =========  ======= 
 Revenue 
 StatPro Revolution/cloud          6.94          1.86       8.80       5.45      61% 
 StatPro Seven                     9.76             -       9.76       9.13       7% 
 Data fees                         2.03             -       2.03       1.81      12% 
---------------------------- 
 Total recurring revenue          18.73          1.86      20.59      16.39      26% 
 Professional services             1.03             -       1.03       1.16    (11%) 
---------------------------- 
 Total revenue                    19.76          1.86      21.62      17.55      23% 
----------------------------  ---------  ------------  ---------  ---------  ------- 
 Percentage of total 
  revenue that is recurring         95%          100%        95%        93% 
 

The Acquisition relates to Delta

A key performance indicator for the Group is the Annualised Recurring Revenue ("ARR") from client contracts. The movement in Annualised Recurring Revenue ("ARR") in the 12-month period to June 2017 was as follows:

 
 Annualised Recurring Revenue            June       June 
                                         2017       2016 
                                  GBP million        GBP 
                                                 million 
 At 30 June 2016                        36.17      28.62 
 Net impact of exchange 
  rates                                  1.51       3.30 
 At 30 June2016 (at 30 
  June 2017 rates)                      37.68      31.92 
 
 ARR added from acquisitions            14.53       3.97 
 
 New contracted revenue                  5.47       5.27 
 Cancellations/reductions              (4.49)     (4.99) 
 Net increase                            0.98       0.28 
 
 At 30 June 2017                        53.19      36.17 
-------------------------------  ------------  --------- 
 
 Percentage increase in 
  revenue 
 Total ARR increase                       47%        26% 
 Total ARR increase at 
  constant currency                       41%        13% 
 Total ARR - organic increase              3%         1% 
 

The Annualised Recurring Revenue profile of StatPro Revolution clients (including Delta cloud solution) was as follows:

 
 StatPro Revolution    Annualised     Number    Average   Annualised     Number    Average 
                          revenue         of    revenue     revenue*         of    revenue 
                                     clients        per                 clients        per 
                                                 client                             client 
                                                                                         * 
 Annualised                  June       June       June         June       June       June 
  revenue bands              2017       2017       2017         2016       2016       2016 
                         GBP'000s     Number   GBP'000s     GBP'000s     Number   GBP'000s 
 <GBP10k                      334         95        3.5          382        124        3.1 
 GBP10k - 
  GBP50k                    3,265        133       24.5        2,196        102       21.5 
 GBP50k-GBP100k             4,570         60       76.2        3,099         40       77.5 
 GBP100k-GBP200k            9,877         72      137.2        5,403         41      131.8 
 >GBP200k                  11,311         29      390.0        3,179          8      397.4 
                      -----------  ---------             -----------  --------- 
 Total                     29,357        389       75.5       14,259        315       45.3 
--------------------  -----------  ---------  ---------  -----------  ---------  --------- 
 

* at constant currency

   4.         Adjusting items 

One-off adjusting items amounting to a total of GBP2.71 million were incurred in H1 2017. These include: GBP2.51 million related to the acquisition of Delta and associated restructuring charges in the core business. The fair value movement on the non-controlling interest put option of GBP0.20 million relates to Infovest.

 
                                       Six months    Six months   Six months   Six months 
                                               to            to           to           to 
                                             June          June         June         June 
                                             2017          2017         2017         2016 
                                         GBP'000s      GBP'000s     GBP'000s     GBP'000s 
                                         Existing 
                                       operations   Acquisition        Total        Total 
===================================   ===========  ============  ===========  =========== 
 Fair value movement on 
  non-controlling interest 
  put option                                  202             -          202            - 
 
 Acquisition transaction, 
  redundancy and other integration 
  costs                                       499         2,008        2,507        1,241 
 
 Total adjusting items                        701         2,008        2,709        1,241 
------------------------------------  -----------  ------------  -----------  ----------- 
 

5. Adjusted profit before taxation, adjusted operating profit, adjusted EBITDA and gross margin analysis

   a)         Adjusted profit before taxation 
 
                                       Unaudited   Unaudited     Audited 
                                             Six         Six        Year 
                                          months      months       to 31 
                                           to 30       to 30    December 
                                            June        June 
                                            2017        2016        2016 
 
                                        GBP'000s    GBP'000s    GBP'000s 
 (Loss)/Profit before taxation           (2,288)       (960)    (10,124) 
 Add back: Amortisation on acquired 
  intangible assets                          881         546       1,060 
 Add back: goodwill impairment                 -           -       9,724 
 Add back: fair value movement 
  on non-controlling interest 
  put option                                 202           -         628 
 Add back: movements in provisions 
  for contingent consideration                 -           -       (272) 
 Add back: acquisition related, 
  restructuring costs and negative 
  goodwill                                 2,507       1,241       1,298 
 Add back: Share based payments              144         105         361 
                                      ----------  ----------  ---------- 
 Adjusted profit before tax                1,446         932       2,675 
                                      ==========  ==========  ========== 
 
   b)         Adjusted operating profit 
 
                                   `   Unaudited   Unaudited     Audited 
                                             Six         Six        Year 
                                          months      months       to 31 
                                           to 30       to 30    December 
                                            June        June 
                                            2017        2016        2016 
 
                                        GBP'000s    GBP'000s    GBP'000s 
 Operating (loss)/profit                 (1,792)       (603)     (9,338) 
 Add back: Amortisation on acquired 
  intangible assets                          881         546       1,060 
 Add back: goodwill impairment                 -           -       9,724 
 Add back: fair value movement 
  on non-controlling interest 
  put option                                 202           -         628 
 Add back: movements in provisions 
  for contingent consideration                 -           -       (272) 
 Add back: acquisition related, 
  restructuring costs and negative 
  goodwill                                 2,507       1,241       1,298 
 Add back: Share based payments              144         105         361 
                                      ----------  ----------  ---------- 
 Adjusted operating profit                 1,942       1,289       3,461 
                                      ==========  ==========  ========== 
 
   c)         Adjusted EBITDA 
 
                                        Unaudited   Unaudited     Audited 
                                              Six         Six        Year 
                                           months      months       to 31 
                                            to 30       to 30    December 
                                             June        June 
                                             2017        2016        2016 
 
                                         GBP'000s    GBP'000s    GBP'000s 
 Operating (loss)/profit                  (1,792)       (603)     (9,338) 
 Add back: Depreciation of property, 
  plant and equipment                         743         659       1,327 
 Add back: Amortisation on purchased 
  intangible assets                            95         105         316 
 Add back: Amortisation on acquired 
  intangible assets                           881         546       1,060 
 Add back: goodwill impairment                  -           -       9,724 
 Add back: fair value movement 
  on non-controlling interest 
  put option                                  202           -         628 
 Add back: movements in provisions 
  for contingent consideration                  -           -       (272) 
 Add back: acquisition related, 
  restructuring costs and negative 
  goodwill                                  2,507       1,241       1,298 
 Add back: Share based payments               144         105         361 
                                       ----------  ----------  ---------- 
 Adjusted EBITDA                            2,780       2,053       5,104 
                                       ==========  ==========  ========== 
 
 Adjusted EBITDA margin                     12.9%       11.7%       13.6% 
 
   d)         Gross profit margin analysis 

Gross profit margin analysis helps us assess the profitability of incremental revenue as the business evolves into a pure cloud business and the costs drivers begin to change. As there are a number of methodologies for allocating costs, we have described how we have allocated the cost elements. The Board's view is that, as the business grows, the inherent scalability of cloud technology will lead to greater profitability in the future.

 
                               Unaudited    Unaudited   Unaudited 
                              Six months   Six months        Year 
                                   to 30        to 30       to 31 
                                    June         June    December 
                                    2017         2016        2016 
 
                                       %            %           % 
 Revenue                          100.0%       100.0%      100.0% 
 Cost of services                (42.1%)      (40.0%)     (38.9%) 
                             -----------  -----------  ---------- 
 Gross profit margin               57.9%        60.0%       61.1% 
 
 R&D costs                        (5.4%)       (6.3%)      (5.4%) 
 Sales & Marketing 
  costs                          (11.0%)       (8.9%)     (10.3%) 
 General & Administration 
  costs                          (29.3%)      (33.6%)     (32.8%) 
                             -----------  -----------  ---------- 
                                 (45.7%)      (48.8%)     (48.5%) 
 Share-based payments               0.7%         0.5%        1.0% 
                             -----------  -----------  ---------- 
 Adjusted EBITDA                   12.9%        11.7%       13.6% 
                             ===========  ===========  ========== 
 

Definition of cost category for gross margin analysis:

Cost of services includes Clients Services employee salaries, Data employee salaries, Development employee salaries related to support, contractors' costs, data costs, costs of software and hardware maintenance.

R&D includes the element of Development employee salaries that relates to new research and development.

Sales & marketing includes Sales and Marketing employee salaries, external marketing costs and sales commissions.

General & administration includes the Finance, HR and IT employee salaries, communications costs, occupancy costs, professional fees, travel and expenses, and other costs.

 
 
                                                 Six 
                                       Six    months        Year 
                                    months        to          to 
                                     to 30        30          31 
                                      June      June    December 
 General & Administration 
  costs                               2017      2016        2016 
                                         %         %           % 
 Finance, HR & Administration       (2.0%)    (3.2%)      (3.2%) 
 IT & Internal projects             (5.0%)    (4.8%)      (4.7%) 
 Executive management               (2.4%)    (2.7%)      (2.7%) 
 Employee-related costs 
  including travel                  (6.6%)    (7.3%)      (7.4%) 
                                  --------  --------  ---------- 
                                   (16.0%)   (18.0%)     (18.0%) 
 
 Property & communications          (9.1%)   (10.1%)      (9.8%) 
 Professional fees, insurance 
  and other                         (4.2%)    (5.5%)      (5.0%) 
                                  --------  --------  ---------- 
                                   (13.3%)   (15.6%)     (14.8%) 
                                  --------  --------  ---------- 
 Total General & Administration 
  costs                            (29.3%)   (33.6%)     (32.8%) 
                                  --------  --------  ---------- 
 

Free cash flow

 
                                          Unaudited   Unaudited     Audited 
                                                Six         Six        Year 
                                             months      months          to 
                                                 to          to          31 
                                                 30          30    December 
                                               June        June 
                                               2017        2016        2016 
                                           GBP'000s    GBP'000s    GBP'000s 
 Cash generated from operations 
  before exceptional payments                 8,762       3,166       8,905 
 Net interest paid                            (295)       (216)       (500) 
 Net tax paid                                 (580)     (1,421)     (1,294) 
 Purchase of property, plant 
  and equipment                               (365)     (1,016)     (1,518) 
 Investment in intangible assets            (2,716)     (2,080)     (4,940) 
                                         ----------  ----------  ---------- 
 Free cash flow (before adjusting 
  items)                                      4,806     (1,567)         653 
                                         ----------  ----------  ---------- 
 Acquisition-related and restructuring 
  costs                                     (1,283)       (875)     (1,451) 
                                         ----------  ----------  ---------- 
 Free cash flow                               3,523     (2,442)       (798) 
                                         ==========  ==========  ========== 
 

Property, plant and equipment amounting to GBP1.09 million acquired under finance leases is excluded from the cash flow.

   6.         Reconciliation of profit before tax to net cash inflow from operating activities 
 
                                           Unaudited   Unaudited     Audited 
                                                 Six         Six 
                                              months      months 
                                                  to          to        Year 
                                                  30          30       to 31 
                                                June        June    December 
                                                2017        2016        2016 
 
                                            GBP'000s    GBP'000s    GBP'000s 
 
 Loss before taxation                        (2,288)       (960)    (10,124) 
 Net finance expense                             496         357         786 
                                          ----------  ----------  ---------- 
 Operating loss                              (1,792)       (603)     (9,338) 
 Goodwill impairment                               -           -       9,724 
 Fair value movement on non-controlling 
  interest put option                            202           -         628 
 Movements in provisions for contingent 
  consideration                                    -           -       (272) 
 Acquisition-related, restructuring 
  costs and negative goodwill                  2,507       1,241       1,298 
 Depreciation of property, plant 
  and equipment                                  743         659       1,327 
 Loss on disposal of property, 
  plant and equipment                              -           -          29 
 Amortisation of intangible assets             2,915       2,363       5,251 
 Decrease/(increase) in receivables            3,501         826     (1,937) 
 (Decrease)/increase in payables 
  and provisions                               (433)     (1,560)         380 
 Increase in deferred income                     975         135       1,453 
 Share based payments                            144         105         362 
                                          ----------  ----------  ---------- 
 Net cash inflow from operating 
  activities before exceptional 
  payments                                     8,762       3,166       8,905 
                                          ----------  ----------  ---------- 
 Acquisition-related and restructuring 
  costs                                      (1,283)       (875)     (1,451) 
                                          ----------  ----------  ---------- 
 Net cash inflow from operating 
  activities                                   7,479       2,291       7,454 
                                          ==========  ==========  ========== 
 
   7.         Reconciliation of net cash flow to movement in net (debt)/cash 
 
                                  At 1                                          At 30 
                               January              Non-cash      Exchange       June 
                                             Cash 
                                  2017       flow    changes   differences       2017 
                              GBP'000s   GBP'000s   GBP'000s      GBP'000s   GBP'000s 
---------------------------  ---------  ---------  ---------  ------------  --------- 
 Cash and cash equivalents 
  (per balance sheet)            4,356    (1,207)          -           205      3,354 
 Overdrafts                          -          -          -             -          - 
---------------------------  ---------  ---------  ---------  ------------  --------- 
 Cash and cash equivalents 
  (per statement of 
  cash flows)                    4,356    (1,207)          -           205      3,354 
 Finance leases                (1,228)        280    (1,073)             3    (2,018) 
 Bank, other loans 
  and derivatives             (13,192)    (7,281)       (94)           311   (20,256) 
---------------------------  ---------  ---------  ---------  ------------  --------- 
 Net (debt)/cash              (10,064)    (8,208)    (1,167)           519   (18,920) 
---------------------------  =========  =========  =========  ============  ========= 
 
 
                                  At 1                                          At 30 
                               January              Non-cash      Exchange       June 
                                             Cash 
                                  2016       flow    changes   differences       2016 
                              GBP'000s   GBP'000s   GBP'000s      GBP'000s   GBP'000s 
---------------------------  ---------  ---------  ---------  ------------  --------- 
 Cash and cash equivalents 
  (per balance sheet)            2,203      1,183          -           229      3,615 
 Overdrafts 
---------------------------  ---------  ---------  ---------  ------------  --------- 
 Cash and cash equivalents 
  (per statement of 
  cash flows)                    2,203      1,183          -           229      3,615 
 Finance leases                  (269)    (1,040)          -             -    (1,309) 
 Bank, other loans 
  and derivatives                (650)   (10,797)          -             -   (11,447) 
---------------------------  ---------  ---------  ---------  ------------  --------- 
 Net cash                        1,284   (10,654)          -           229    (9,141) 
---------------------------  =========  =========  =========  ============  ========= 
 
   8.         Dividend 

An interim dividend for 2017 of 0.85 pence per ordinary share (2016: 0.85 pence) will be paid on 1 November 2017 to shareholders on the register on 6 October 2017. A final dividend for 2016 of 2.05 pence per ordinary share was paid on 26 May 2017.

   9.         Acquisitions 

Acquisition of UBS Delta

On 15 May 2017, StatPro completed the First Closing of the acquisition from UBS of its risk and performance analytics service, UBS Delta. An initial payment of approximately GBP7.5 million has been made, out of total cash consideration of approximately EUR13 million (GBP11.2 million), with a fair value of GBP10.55 million. The remaining payments will be paid as follows:

   --      In May 2019 - approximately GBP1.4 million 
   --      In May 2020 - approximately GBP2.3 million 

UBS Delta enables StatPro to extend its risk and performance analytics service from the middle office to the front office of asset managers.

The acquisition is phased over three to five years as StatPro incorporates UBS Delta's cloud-based functionality into its flagship product, StatPro Revolution.

The tables below provides the allocation of the purchase price to the fair value of intangible and tangible assets acquired as required under IFRS 3 and whilst these have been reviewed by the auditors, they are subject to audit at the year end. The provisional fair values of the assets and liabilities are presented below. The goodwill is not deductible for tax purposes.

The business was operated as part of a larger business unit and it is not practical to disclose pre-acquisition results.

 
 Fair value of assets                Provisional 
  acquired and liabilities 
  assumed 
                                            fair 
                                           value 
                                         GBP'000 
 Trade debtors                             2,240 
 Intangible asset - Brand 
  and client contract                      2,359 
 Intangible asset - Technology             8,436 
                                    ------------ 
                                          13,035 
 
 Deferred income                         (1,867) 
 Other creditors and provisions            (373) 
 Deferred tax liability                    (429) 
                                    ------------ 
                                         (2,669) 
                                    ------------ 
 Total identifiable net 
  assets at fair value                    10,366 
 Goodwill arising on acquisition             184 
                                    ------------ 
 Fair value of purchase 
  consideration                           10,550 
                                    ============ 
 

Increase in investment in Infovest

The Group increased its shareholding in Infovest Consulting (Pty) Ltd ("Infovest"), a South African-headquartered software provider, specialising in data warehouse, ETL and reporting software for the asset management industry, from 51.0% to 72.7% in February 2017. The consideration for the additional 21.7% shareholding was ZAR 19.1 million (GBP1.15 million) in cash. The transaction resulted in the derecognition of GBP1.15 million of the non-controlling interest put option and a GBP130,000 equity transfer from non-controlling interest to the retained earnings reserve.

The valuation of this buy-out is based on a formula linked to recurring revenue but with a minimum profit level with the multiple being just under eight times adjusted EBITDA.

Total cash payments on acquisitions in H1 2017 were as follows:

 
                                GBP million 
 Delta initial payment                 7.53 
 Investor Analytics deferred 
  payment                              1.59 
 Infovest increase                     1.15 
                               ------------ 
 Total                                10.27 
                               ------------ 
 
   10.        Goodwill and other intangible assets 

Goodwill increased by GBP0.18 million as a result of the acquisition of Delta offset by a reduction due to currency movements.

Other intangible assets increased by GBP10.33 million, mainly due to the Delta acquisition and comprise internally generated development costs capitalised, acquired intangible assets (technology, brands and client contracts) and purchased intangible assets.

   11.        Other creditors and provisions 

Other creditors greater than one year increased to GBP3.44 million, mainly due to the deferred consideration due on Delta.

Provisions of GBP1.28 million at 30 June 2017 (2016: GBP1.20 million) relates to residual deferred contingent consideration and provisions for redundancies and onerous contracts. GBP0.62 million utilised in the period relates to the purchase of shares in SiSoft Sarl. On 25 July 2017, former shareholders of SiSoft Sarl lodged an appeal against the French Commercial Court's decision on the valuation of the shares purchased by StatPro. Management believe there is no merit in the appeal as the valuation was backed by an expert's report and no further amount has been provided.

 
 Provisions                   2017           2017       2017       2016 
  - Group 
                        Contingent   Redundancies      Total      Total 
                     consideration            and 
                                          onerous 
                                        contracts 
                          GBP'000s       GBP'000s   GBP'000s   GBP'000s 
 At 1 January                  657             23        680        642 
 Utilised 
  in the period              (616)        (1,283)    (1,899)      (556) 
 Arising in 
  the period                     -          2,507      2,507      1,029 
 Exchange 
  differences                    -            (4)        (4)         82 
 At 30 June                     41          1,243      1,284      1,197 
                   ===============  =============  =========  ========= 
 

Some items that were included in provisions in June 2016 have been reclassified (e.g. non-controlling interest put option).

   12.          Share capital and treasury shares 

No shares were issued during the period (2016: nil). At 30 June 2017, there were 67,813,650 shares (2016: 67,813,650 shares) in issue including 3,098,713 (2016: 3,098,713) held in treasury (64,714,937 excluding treasury shares). The treasury shares do not accrue dividends and are excluded from the earnings per share calculation.

Independent review report to StatPro Group plc

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2017, which comprises the Group Income Statement, Group Statement of Comprehensive Income, Group Balance Sheet, Group Statement of Cash Flows, Group Statement of Changes in Shareholders' Equity and the related notes 1 to 12. We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the Company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our work, for this report, or for the conclusions we have formed.

Directors' Responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the Interim Report in accordance with the AIM Rules issued by the London Stock Exchange which require that it is presented and prepared in a form consistent with that which will be adopted in the Company's annual accounts having regard to the accounting standards applicable to such annual accounts.

As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRS's as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with the AIM Rules issued by the London Stock Exchange.

Our Responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2017 is not prepared, in all material respects, in accordance with the accounting policies outlined in Note 1, which comply with IFRS's as adopted by the European Union and in accordance with the AIM Rules issued by the London Stock Exchange.

Ernst & Young LLP

London

1 August 2017

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR OKDDBFBKDOFK

(END) Dow Jones Newswires

August 02, 2017 02:00 ET (06:00 GMT)

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