TIDMTRCS
RNS Number : 3979P
Tracsis PLC
17 November 2016
Date: 17 November 2016
On behalf of: Tracsis plc
Embargoed until 0700hrs
Tracsis plc
('Tracsis', 'the Company' or 'the Group')
Audited results for the year ended 31 July 2016
Tracsis plc (AIM: TRCS), a leading provider of software and
services for the traffic data and transportation industry, is
pleased to announce its audited results for the year ended 31 July
2016.
Financial Highlights:
-- A further period of solid trading across the Group
-- Revenue increased 29% to GBP32.6m (2015: GBP25.4m), which is
ahead of original market expectations
-- Adjusted EBITDA increased 17% to GBP7.6m (2015: GBP6.5m)
-- Adjusted Pre-tax Profit(1) increased 18% to GBP6.9m (2015: GBP5.8m)
-- Fully diluted adjusted(2) Earnings Per Share increased 22% to 22.37p (2015: 18.32p)
-- Cash balances at 31 July of GBP11.4m (2015: GBP13.3m)
following acquisitions and investments - highly cash generative
with operating cash generation of GBP7.0m and the Group continues
to be debt free
-- Final dividend of 0.7p per share proposed. Full year dividend
increased 20% to 1.2p per share (2015: 1.0p)
Strategic and Operational Highlights:
-- Acquired businesses bedding in well and provided a positive
contribution to Group revenues in the period
o Acquisition of event traffic management specialists SEP
Limited ('SEP') completed September 2015, which delivered a record
year of trading, bolstered by a busy summer calendar and several
intra-Group technology initiatives
o Acquisition of software development and hosting business
Ontrac Limited ('Ontrac') completed December 2015, which secured
several major orders secured for its software products, hosting and
bespoke development work
-- Strategic investments made:
o Mobile analytics firm Citi Logik Limited ('Citi Logik') made
September 2015
o Mobile applications business Nutshell Software Limited
('Nutshell') made July 2016
-- First sales achieved following investment in new software
products TRACS Enterprise and Bugle Day One, provides opportunity
to roll out to current clients
Post period end highlights:
-- Significant order secured with a North American Class 1
railroad operator for Remote Condition Monitoring (RCM) hardware
and software, illustrating that Tracsis has the capability and
product set to address this large overseas market opportunity
John McArthur, Chief Executive Officer, commented:
"Having put in place solid foundations at the beginning of the
year with the Group's transactions and investments, the focus in
the second half has been one of delivery. As a result the Group has
achieved another set of positive results with strong growth in
revenue and profitability. These results include our most active
transactional period to date with the acquisitions of SEP and
Ontrac, both of which are trading well and have further bolstered
our positive performance, and a further two investments completed.
The result of these acquisitions made during the period, combined
with good progress on new software development, has led to the
Tracsis offering being significantly enhanced in terms of breadth
and depth."
(1) Profit before tax, plus amortisation, share based payments
and exceptional items
(2) Adjusted for amortisation, share based payments and
exceptional items
Both the above metrics are used in research coverage on Tracsis
and included for clarity for the benefit of shareholders.
Enquiries:
John McArthur / Max Cawthra, Tel: 0845 125 9162
Tracsis plc
Dominic Emery / Matt Lewis, Tel: 020 7597 4000
Investec Bank plc
Rebecca Sanders Hewett / Tel: 020 7382 4730
Sarah Fabietti-Dallison / Tracsis@redleafpr.com
Sam Modlin, Redleaf PR
Chairman & Chief Executive Officer's Report
A welcome from Chris Cole, Non-Executive Chairman
The enlarged Group has performed well in the year, and 2015-16
was a busy transactional period supporting our strategy, with two
acquisitions completed, two small investments made, and the
disposal of a non-core asset. This activity was all successfully
completed whilst Tracsis delivered a further period of strong
trading which is testament to the hard work and dedication from the
teams. The Board thanks everyone for their hard work and
contribution made during the year.
Introduction
The Group has once again enjoyed another year of growth and
consolidation, with revenues rising to over GBP32m - ahead of
original expectations, and EBITDA of over GBP7.5m. Both of these
metrics are well ahead of the previous year and are significant
achievements for Tracsis. The business continues to benefit from a
strong financial position, a great product and service offering,
high degrees of predictable and recurring revenue, and a customer
base made up of all the major transport owning Groups,
infrastructure managers, and multiple blue chip engineering firms.
The acquisitions made during the year have strengthened and
expanded the Group's customer footprint and opened up a host of new
opportunities for its technology and services.
Business overview
Tracsis specialises in providing software products, consultancy
services and delivering bespoke projects to solve a variety of
problems within the transport and traffic sector. The Group's
market offering can be broadly categorised into two distinct
offerings:
-- Rail Technology & Services: Software development and
licensing, remote condition monitoring (RCM), and technology led
consulting.
The Group has a long pedigree in developing industrial strength
optimisation software that covers a variety of resource/asset
classes with the goal of reducing customer costs whilst increasing
network performance. This is complemented by the Group's RCM
offering (hardware and software) that allows for real-time
reporting on the status of critical infrastructure assets, to
identify problems and aid with preventative maintenance. Utilizing
its expertise in the sector, the Group's professional services
division, provides consultancy and specialist advice across the
operational and strategic planning horizons and play a key role in
advising owning Groups and regulatory bodies. By profit, this is
the Group's largest division with higher margins.
-- Traffic & Data Services: Data capture, analysis and
interpretation of traffic and pedestrian data to aid with the
planning, investment and ultimate operations of a transport
environment.
The Group has provided a variety of data capture and analytics
since 2009, and have bolstered this offering to expand the Group's
activities through a number of acquisitions and investments. In the
past year - and via the acquisition of SEP - this division has
expanded its addressable markets from rail, traffic and pedestrian
movement to include the events industry, which is a significant and
growing market within the UK. By revenue, this is the largest part
of the Tracsis Group and its broad offering uses a variety of
technologies (such as WiFi, ATC, ANPR, mobile telco data) to
deliver projects for a wide range of blue chip clients.
The Group's mission from the outset has been to solve complex,
high value, data driven problems in the transportation markets.
Having recognised these problems exist in other related markets
including the traffic and events industries and the Group has
applied its expertise to address this. These markets contain
several attractive traits from a Tracsis perspective - high
barriers to entry due to domain knowledge, large and disparate data
sets, and with customers that understand the inherent value that
can be released through the provision of a good solution or
service. In short, Tracsis focuses on solving problems that are
well understood by its customers but for which there is poor
provision from traditional technology providers due to the niche
nature of these problems.
Through the provision of the Group's products and services,
Tracsis provides clients with better visibility and information on
their operations which assists with key decision making. This
ultimately supports improving efficiency and productivity, reducing
cost, and delivers a better, safer, more professional solution for
the end consumer.
The Directors believe that the traffic, transport and event
industries, in particular but not limited to passenger rail, is
well positioned for further growth and the Group is able to
capitalise on this with an expanding portfolio of products and
service offerings.
Financial summary
The Group delivered revenue of GBP32.6m for the year, an
increase of 29% on the prior year (2015: GBP25.4m) which exceeded
the Board's original expectations and with contributions made from
all parts of the business including the acquisitions completed
during the year. Adjusted pre-tax profit of GBP6.9m was also ahead
of expectations and an increase of 19% on the previous year (2015:
GBP5.8m).
Adjusted EBITDA* increased by 17% to GBP7.6m (2015: GBP6.5m)
with statutory Profit before Tax lower than the previous year at
GBP4.0m (2015: GBP4.5m). As outlined within the January interim
results, statutory PBT was impacted by exceptional items in respect
of the two significant acquisitions made in H1 and the disposal of
Tracsis Traffic Australia Pty. In addition, share based payments
rose due to the adoption and take-up from Tracsis employees of the
Group's Long Term Incentive Plan, which has been a great success in
terms of attracting, motivating and retaining the best and
brightest talent.
At 31 July 2016, the Group had cash balances of GBP11.4m (2015:
GBP13.3m), and cash generation remains strong. Overall cash
balances decreased by GBP1.9m in the financial year, which takes
account of c. GBP7.5m of investments being made in acquisitions and
investments (net of cash acquired). The business therefore
generated net cash of c. GBP5.6m excluding the acquisitions, which
demonstrates excellent conversion of profits to cash. The Group
also continues to be debt free.
* Earnings before finance income, tax, depreciation,
amortisation, exceptional items and share-based payment charges
Trading Progress and Prospects
Rail Technology & Services
Summary segment results:
Revenue GBP14.1m
EBITDA GBP5.3m
Profit before Tax GBP5.1m
Software
Software sales, excluding Ontrac, which was acquired in December
2015, increased significantly by 18% to GBP6.6m (2015: GBP5.6m)
with the vast majority of this revenue being made up by software
licences, which are recurring in nature. All aspects of the
software portfolio performed well, with continued high levels of
renewal rates for the TRACS, Compass and Datasys product suites.
Additional revenues were delivered from a combination of upselling
and cross selling the Group's existing products to its customer
base and also initial sales of new product lines. During the year
the Group continued to invest in product development and was
pleased to secure the first sales for 'TRACS Enterprise' and 'Bugle
DayOne'. These new products take advantage of increased
connectivity within a customer workforce via mobile devices, to
deliver enhanced reporting across an organisation that can lead to
improved decision making and service delivery. Both products were
developed in conjunction with the UK rail industry and there is a
good opportunity to roll these out to the wider Tracsis customer
base in due course.
Remote Condition Monitoring (RCM)
As seen in previous years, the timing of the revenue from the
Framework Agreement with the Group's major UK customer is variable.
As such, revenues of GBP2.2m were lower than the previous year
(2015: GBP3.0m), largely due to the absence of any significant
Framework Agreement orders.
On 17 August 2016, the Group was pleased to announce a
significant order from a North American Class 1 railroad operator
for its RCM technology, which marks the Group's first major
contract outside of the UK. Under the terms of the agreement, the
initial order comprises the outright purchase of RCM hardware
units, software licences for the Group's data aggregation and
analysis tool (Centrix), and various ancillary products. The RCM
units have already begun to be installed and this process will
continue in the coming months across multiple locations on the
client's network. The total order value is in excess of $0.4m and
is expected to be fulfilled before the end of 2016.
The Directors continue to view the overseas rail industry as
providing exciting growth opportunities for the Group's RCM
offering and extensive business development activity is underway.
The US market in particular is the largest and most accessible
market and in recent years the Group has spent time getting to know
the landscape and where remote condition monitoring technology can
make a difference. The contract win illustrates that the Group has
the capability and product set to address this opportunity, and
whilst the specific timing of further sales will always be
difficult to predict, management remains confident of further
growth and new sales in the short to medium term.
With the nature of this technology being applicable to other
industries, the Group has focused on expanding this offering into
new ventures in new sectors outside of the rail industry. As such,
the Group was pleased to have won several pilots for monitoring of
distributed power generation plants both in the UK and overseas.
Tracsis achieved its first revenue generating projects post
year-end and these will be fulfilled in late 2016 / early 2017.
Consultancy and Professional Services
Revenue rose 7% to GBP2.1m (2015: GBP2.0m) with the Tracsis team
supporting bidders for the East Anglia franchise competition, the
Manchester Metrolink bid, and also the South Western franchise
competition. Alongside franchise bidding, the team continues to
deliver a mix of work and its diversification into new service
offerings such as performance modelling and train crew analysis was
instrumental in achieving this growth. The Group continues to
target projects outside of franchise bid work in order to smooth
the inherent revenue volatility that comes with work of this nature
and good progress was made in this regard. Looking ahead, the focus
within the professional services team will be to further broaden
and strengthen its consultancy offering whilst remaining flexible
to the significant opportunities that exist within franchise
bidding.
Ontrac
Ontrac, which was acquired in December 2015, performed well in
the eight months post acquisition and contributed revenue of
GBP3.2m. This revenue came from a combination of software licences,
hosting services, and bespoke software development work along with
related consultancy services. The business works extensively with
Network Rail along with a wide variety of engineering and
construction companies within the railway supply chain who use
Ontrac's Connect, Rail Hub and National Hazard Directory
products.
The acquisition of Ontrac has added significant breadth and
depth to the Group's software offering, and also increased the
weighting of recurring revenue (via licensing and hosting) as a
proportion of overall Group income. Furthermore, the diversity of
the Ontrac customer base outside of the core UK rail market further
diversifies Group revenue and offers some attractive cross-selling
opportunities.
Traffic & Data Services
Summary segment results:
Revenue GBP18.5m
EBITDA GBP2.3m
Profit before Tax GBP1.3m
Traffic Data and Passenger Counts
Traffic Data and Passenger Counts remains the largest part of
the Group by revenue. Revenues from continuing operations increased
5% from GBP12.7m to GBP13.2m. As announced, in the period the Group
disposed of Tracsis Traffic Data Pty Limited, a non-core operation
which had contributed GBP2.2m of revenue in 2015 and GBP1.2m of
revenue in 2016. Taking the disposal into account, there was a
small decrease in sales from GBP14.9m to GBP14.4m in the year.
In the past year trading conditions have remained positive and
the Group's traffic data business is the largest of its type within
the UK with an estimated market share of c. 45%. The strategy for
the division remains one of margin improvement through a variety of
initiatives. Good progress has already been made and the focus over
the coming years will be to continue to transition to a business
that achieves enhanced operational efficiencies via an increased
use of technology and process improvements. In doing so management
believes significant improvements can be made to underlying profit
margins. Good progress has already been made, which should be
reflected in future results although the full process is likely to
take one to two years to complete.
SEP
SEP was acquired in the year, and has significantly increased
the service offering and customer base of the Traffic Data
division. SEP's core business is traffic planning, consultancy and
on-the-ground management of pedestrian and vehicle rich
environments within the events industry, which covers a variety of
large and complex venues ranging from music festivals to sporting
events where the customer experience is critical. With the Group's
existing offering in place, SEP was an obvious target for Tracsis,
particularly with its long pedigree spanning over 25 years and an
excellent reputation within the event space. SEP continues to work
with major, high profile clients, and has undertaken projects for a
multitude of clients and event days. Its client base includes
Silverstone, Goodwood, a Premier League Football Club, Jockey Club
and many more.
SEP achieved revenues of GBP4.1m in the period since acquisition
(10 months) and traded in line with expectations.
Australian disposal
As previously announced, on 22 December 2015, the Group disposed
of Tracsis Traffic Data Pty Limited ('TTD'), a data capture
operation that was originally acquired as part of the Sky High PLC
acquisition in 2013. The disposal took the form of a management
buy-out and was in line with the Group's strategy to maintain
strength in core markets where there is obvious ability to leverage
from Group resources.
The disposal proceeds include an initial payment of AUS $285k
and deferred consideration of AUS $799k payable over three years to
give total consideration of AUS $1,084k. As part of the disposal
agreement, the Group has security arrangements over the shares and
assets of TTD and connected parties, which will remain in place
until the consideration is paid in full.
Dividends
In February 2012, the Board implemented a progressive dividend
policy and the Group intends to maintain this going forwards. An
interim dividend of 0.5p per share for FY 2015/16 was paid in April
2016. A final dividend of 0.7p per share in respect of FY 2015/16
is proposed, to take the full year dividend to 1.2p. This
represents a 20% increase on the previous year's dividend of 1.0p
per share.
The dividends remain well covered by the Group's profitability
and cash position, which supports its primary focus on growth via
acquisition and further development of new products and services.
The Board is committed to maintaining the progressive dividend
policy provided the business continues to trade in line with
expectations.
The dividend will be paid on 10 February 2017 to shareholders on
the register on 27 January 2017.
Acquisitions
This was a busy year for Tracsis from an M&A perspective,
with the Group completing the acquisitions of SEP and Ontrac, and
making investments into Citi Logik and Nutshell.
SEP Limited
On 25 September 2015, the Group acquired SEP Limited ('SEP').
Based from Boroughbridge, North Yorkshire, SEP is a leading
provider of traffic planning, consultancy and management services
for the events industry. Since its formation in 1989, SEP's client
list has grown to include many of the UK's largest and most
prestigious outdoor entertainment and sporting fixtures, along with
major agricultural events, air shows and music festivals.
Having successfully collaborated on major events, it was clear
that SEP is a natural enhancement to Tracsis' existing Traffic
& Data Services division and offers strong cross sell and
upsell opportunities along with a range of synergies from shared
labour, technology and back office resources, providing an
opportunity to increase profit margins.
The acquisition consideration comprised an initial cash payment
of GBP1.6m and the issue of ordinary shares with a value of
GBP0.25m. Contingent and deferred and consideration of up to
GBP0.7m is payable over two years based on SEP achieving certain
financial targets, giving a total maximum consideration of
GBP2.6m.
In the ten months since acquisition, SEP contributed revenue of
GBP4.1m and an EBITDA of GBP0.3m which was in line with
expectations. The full benefits of this acquisition will be
experienced in the year ending 31 July 2017 which would mark the
end of a full 12 month period as part of the Tracsis Group and will
include the months of August and September which form part of the
peak months of the event season.
Ontrac Limited
On 1 December 2015, the Group acquired the entire issued share
capital of Ontrac Limited and Ontrac Technology Limited (together
being 'Ontrac'). Based in Gateshead and London, Ontrac is an award
winning software development and IT solutions company that works
with a range of clients in the transport, construction, engineering
and local government sectors. Ontrac's products have helped
digitise process intensive workflows and aided with collaborative
working through access to shared information. Ontrac is highly
complementary to Tracsis' existing software development and
consulting division and offers good cross sell and upsell
opportunities across the Group along with obvious integration
synergies and shared resources.
The acquisition consideration comprised an initial cash payment
of GBP6.0m which was funded out of Tracsis cash reserves and the
issue of ordinary shares in Tracsis with a value of GBP0.9m, along
with a payment of GBP4.6m that represented the value of the
Company's tangible net assets at completion. Additional contingent
consideration of up to GBP8.0m is payable subject to Ontrac
achieving certain stretch financial targets in the two years post
acquisition which are based on the profit contribution to the
Group. Therefore, Tracsis paid an initial amount of GBP11.5m
(GBP6.9m goodwill and GBP4.6m for tangible assets) and on the basis
that all stretch financial targets are achieved, the maximum total
consideration will be GBP19.5m.
In the eight months since acquisition, Ontrac contributed
revenue of GBP3.2m and an EBITDA of GBP1.1m. This was in line with
expectations and as noted in the interim results, the Group
expected a large contribution in the second half of the financial
year, which was delivered. The full benefits of this acquisition
will be experienced in the year ending 31 July 2017 which would
mark the end of a full 12 months as part of the Tracsis Group.
Investments
The Board made a number of small investments in the period:
In July 2016, the Group made an investment in Nutshell Software
Limited ('Nutshell'). Nutshell specialises in application software
for the rapid creation of mobile business applications across
multiple platforms for large enterprise organisations within the
transport, utilities, healthcare and energy sectors. The business
was formed in 2015, and is currently revenue generating. As well as
the complementary addressable markets, the Group believes there are
good opportunities for Nutshell to benefit from the Group's links
to the UK transport industry along with entering related
industries. Under the terms of the investment, Tracsis have agreed
to invest up to GBP0.5m via a combination of equity and convertible
debt to acquire up to 37.8% of Nutshell. The funds raised will be
used primarily to promote sales and business development activity
as the product is taken to market.
On 4 September 2015, the Group made a strategic investment to
acquire up to 29.4% of Citi Logik Limited ('Citi Logik') via a
combination of equity and convertible debt. Citi Logik is an
exciting proposition with a compelling value proposition to utilise
consumer mobile phone data to model pedestrian and traffic
movements through an environment. So far, Tracsis has invested
GBP0.5m into Citi Logik and holds an interest of 17%. A Tracsis
executive holds a position on the Citi Logik board of Directors and
the Group continues to work with the executive team to promote the
solution to its customer base. Further investment into Citi Logik
would only be undertaken in line with Citi Logik progress on their
business plan and seeing traction with business development
opportunities, although the technology and market opportunity at
this stage remains compelling.
Overseas
Overseas growth continues to be a key part of the Group's long
term growth strategy and given its success within the UK, overseas
markets have remained relatively untapped, however solid progress
has been made in the past year. As noted previously, the Group
secured a key win with a North American Class 1 operator for its
remote condition monitoring technology, which is a significant
milestone. The Group continues to appraise multiple overseas
opportunities and post year end achieved a software sale in the
United Arab Emirates and also the North American RCM sale noted
previously. Total overseas revenues (excluding the disposal of
Tracsis Traffic Data Pty) were GBP0.6m in the year, with work being
delivered in Ireland, Sweden, New Zealand and the United
States.
Impact of the EU Referendum
Following the EU Referendum decision, the Group has not
experienced any material change in business activity or demand for
its products and services. Whilst it is too early to assess any
long term implications of this decision, the Group has not made any
changes to financial forecasts in light of this.
Tracsis continues to benefit from operating within specific
niche verticals of the traffic data and transport markets where it
can provide demonstrable cost and efficiency savings to its
customers. The Group believes that its market offering and the
sectors in which it operates provides it with good resilience to
external influences although, as prudent to do so, it remains
vigilant of these influences.
Summary and Outlook
FY 2015/16 was another year of significant progress for Tracsis
and the Group has continued to execute on its growth strategy. The
Group's technology and service offering has grown organically
whilst also being bolstered by the additions of SEP and Ontrac, the
full benefit of which will be seen later this year. Furthermore,
the Group's strategic investments offer exciting opportunities for
the future.
Revenue, adjusted EBITDA and adjusted profit were all well ahead
of the same period last year and the Group continues to benefit
from a robust balance sheet with strong levels of cash generation
and significant cash reserves.
Tracsis' strategy remains unchanged: to deliver shareholder
value both organically and through acquisition of complementary
businesses, and by developing products and services that solve well
recognised, high value problems that are poorly served by existing
technology. The Group's business model continues to focus on
markets that generally have high barriers to entry, with contracts
that are sold on a recurring/repeat basis, and to a retained
customer base that is predominantly blue chip in nature. This
strategy has worked well in the past to generate good growth and
significant returns for shareholders and the Group believes it will
continue to work well in the future especially given the pace of
change within its target markets.
Tracsis remains well placed to benefit from a growing UK traffic
and transportation industry and the Group will continue to develop
its overseas activities, which remain a significant opportunity for
the future. Alongside this, the Group will continue to identify new
opportunities where its technology and solutions can be applied. In
the meantime, Tracsis will continue to diversify its technology
portfolio through working closely with its customers and through
the prudent allocation of capital to make further acquisitions as
and when these opportunities present themselves.
Thanks go to customers, shareholders, and most importantly the
team here at Tracsis.
Chris Cole, Chairman
John McArthur, Chief Executive Officer
16 November 2016
Consolidated Statement of Comprehensive Income for the year
ended 31 July 2016
2016 2015
Continuing Acquisitions Discontinued Total Continuing Discontinued Total
operations operations operations operations
Notes GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
-------------------- ------ ----------- ------------- ------------- --------- ----------- ------------- ---------
Revenue 3 24,062 7,341 1,238 32,641 23,137 2,245 25,382
Cost of sales (8,448) (4,111) (715) (13,274) (8,324) (1,308) (9,632)
-------------------- ------ ----------- ------------- ------------- --------- ----------- ------------- ---------
Gross profit 15,614 3,230 523 19,367 14,813 937 15,750
Administrative
costs (11,783) (2,962) (662) (15,407) (10,605) (677) (11,282)
Adjusted EBITDA* 3 6,021 1,423 201 7,645 6,197 332 6,529
Amortisation of
intangible
assets (714) (664) - (1,378) (714) - (714)
Depreciation (621) (123) (29) (773) (652) (72) (724)
Exceptional item:
Acquisition
and disposal costs - (136) (39) (175) - - -
Exceptional item:
Loss
on disposal - - (272) (272) - - -
Share-based payment
charges (855) (232) - (1,087) (623) - (623)
-------------------- ------ ----------- ------------- ------------- --------- ----------- ------------- ---------
Operating profit /
(loss) 3,831 268 (139) 3,960 4,208 260 4,468
Finance income 21 15 - 36 31 - 31
Finance expense (27) (10) (4) (41) (20) (9) (29)
Profit / (loss)
before
tax 3,825 273 (143) 3,955 4,219 251 4,470
Taxation (372) - (50) (422) (679) (62) (741)
Profit / (loss)
after tax 3,453 273 (193) 3,533 3,540 189 3,729
-------------------- ------ ----------- ------------- ------------- --------- ----------- ------------- ---------
Other
comprehensive
income/(expense):
Items that are or
may be
reclassified
subsequently
to profit or loss
Foreign currency
translation
differences -
foreign operations - - 189 189 - (89) (89)
Total recognised
income
for the year 3,453 273 (4) 3,722 3,540 100 3,640
-------------------- ------ ----------- ------------- ------------- --------- ----------- ------------- ---------
Earnings per
ordinary share
Basic 4 12.42p 0.98p (0.69p) 12.71p 13.39p 0.71p 14.10p
Diluted 4 11.98p 0.95p (0.67p) 12.26p 12.80p 0.68p 13.48p
-------------------- ------ ----------- ------------- ------------- --------- ----------- ------------- ---------
* Earnings before finance income, tax, depreciation,
amortisation, exceptional items and share-based payment
charges.
Consolidated Balance Sheet as at 31 July 2016
Company number: 05019106
2016 2015
Note GBP000 GBP000
------------------------------------- ------ ------- -------
Non-current assets
Property, plant and equipment 2,608 1,930
Intangible assets 26,132 10,010
Investments - loan notes receivable 250 -
Investments - equity 500 -
Deferred consideration receivable 167 -
Deferred tax assets 573 882
30,230 12,822
-------------------------------------------- ------- -------
Current assets
Inventories 271 274
Trade and other receivables 6,166 4,273
Deferred consideration receivable 133 -
Cash and cash equivalents 11,385 13,341
--------------------------------------------- ------- -------
17,955 17,888
-------------------------------------------- ------- -------
Total assets 48,185 30,710
--------------------------------------------- ------- -------
Non-current liabilities
Hire-purchase contracts 296 229
Contingent & Deferred consideration 4,485 -
payable
Deferred tax liabilities 4,284 1,734
--------------------------------------------- ------- -------
9,065 1,963
-------------------------------------------- ------- -------
Current liabilities
Hire-purchase contracts 368 171
Trade and other payables 8,354 5,697
Contingent & Deferred consideration 1,665 -
payable
Current tax liabilities 67 502
--------------------------------------------- ------- -------
10,454 6,370
-------------------------------------------- ------- -------
Total liabilities 19,519 8,333
--------------------------------------------- ------- -------
Net assets 28,666 22,377
--------------------------------------------- ------- -------
Equity attributable to equity
holders of the company
Called up share capital 110 106
Share premium reserve 5,622 4,776
Merger reserve 3,010 1,846
Share based payments reserve 2,408 1,321
Retained earnings 17,516 14,517
Translation reserve - (189)
--------------------------------------------- ------- -------
Total equity 28,666 22,377
--------------------------------------------- ------- -------
Consolidated Statement of Changes in Equity
Share-based
Share
Share Premium Merger Payments Retained Translation
Capital Reserve Reserve Reserve Earnings Reserve Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 1 August
2014 105 4,591 1,846 698 10,709 (100) 17,849
Profit for the
year - - - - 3,729 - 3,729
Other comprehensive
expense - - - - - (89) (89)
---------------------- -------- -------- ------ ------ --------- ------------ ----------
Total comprehensive
income - - - - 3,729 (89) 3,640
---------------------- -------- -------- ------ ------ --------- ------------ ----------
Transactions
with owners:
Dividends - - - - (225) - (225)
Share based
payment charges - - - 623 - - 623
Tax movements
in equity - - - - 304 - 304
Exercise of
share options 1 185 - - - - 186
At 31 July 2015 106 4,776 1,846 1,321 14,517 (189) 22,377
---------------------- -------- -------- ------ ------ --------- ------------ ----------
At 1 August
2015 106 4,776 1,846 1,321 14,517 (189) 22,377
Profit for the
year - - - - 3,533 - 3,533
Other comprehensive
income - - - - - 22 22
Reclassification
on disposal - - - - - 167 167
---------------------- -------- -------- ------ ------ --------- ------------ ----------
Total comprehensive
income - - - - 3,533 189 3,722
---------------------- -------- -------- ------ ------ --------- ------------ ----------
Transactions
with owners:
Dividends - - - - (301) - (301)
Share based
payment charges - - - 1,087 - - 1,087
Tax movements
in equity - - - - (233) - (233)
Exercise of
share options 3 846 - - - - 849
Shares issued
as consideration 1 - 1,164 - - - 1,165
At 31 July 2016 110 5,622 3,010 2,408 17,516 - 28,666
---------------------- -------- -------- ------ ------ --------- ------------ ----------
Consolidated Cash Flow Statement
for the year ended 31 July 2016
2016 2015
Notes GBP000 GBP000
---------------------------------------- ------ -------- -------
Operating activities
Profit for the year 3,533 3,729
Finance income (36) (31)
Finance expense 41 29
Depreciation 773 724
Loss on disposal of plant and
equipment 2 3
Loss on disposal of business 272 -
Amortisation of intangible
assets 1,378 714
Income tax charge 422 741
Share based payment charges 1,087 623
---------------------------------------- ------ -------- -------
Operating cash inflow before
changes in working capital 7,472 6,532
Movement in inventories 3 (11)
Movement in trade and other
receivables (506) 169
Movement in trade and other
payables (17) (378)
Cash generated from operations 6,952 6,312
Finance income 36 31
Finance expense (41) (29)
Income tax paid (1,081) (964)
---------------------------------------- ------ -------- -------
Net cash flow from operating
activities 5,866 5,350
---------------------------------------- ------ -------- -------
Investing activities
Purchase of plant and equipment (795) (697)
Proceeds from disposal of plant
and equipment 83 59
Acquisition of subsidiaries (6,761) -
Proceeds from disposal of subsidiaries 166 -
Equity investments and loans (750) -
to investments
Receipt of deferred consideration 74 -
Payment of deferred & contingent (30) -
consideration
---------------------------------------- ------ -------- -------
Net cash flow used in investing
activities (8,013) (638)
---------------------------------------- ------ -------- -------
Financing activities
Dividends paid 5 (301) (225)
Proceeds from exercise of share
options 849 186
Hire purchase repayments (369) (186)
Net cash flow from / (used
in) financing activities 179 (225)
---------------------------------------- ------ -------- -------
Net (decrease) / increase in
cash and cash equivalents (1,968) 4,487
Effect of exchange fluctuations 12 (66)
Cash and cash equivalents at
the beginning of the year 13,341 8,920
Cash and cash equivalents at
the end of the year 11,385 13,341
---------------------------------------- ------ -------- -------
Notes to the Consolidated Financial Statements
1 Financial information
The financial information set out above does not constitute the
company's statutory accounts for the years ended 31 July 2016 or
2015 but is derived from those accounts. Statutory accounts for
2015 have been delivered to the registrar of companies, and those
for 2016 will be delivered in due course. The auditors have
reported on those accounts; their reports were (i) unqualified,
(ii) did not include a reference to any matters to which the
auditors drew attention by way of emphasis without qualifying their
report and (iii) did not contain a statement under section 498 (2)
or (3) of the Companies Act 2006.
2 Basis of preparation
(a) Statement of compliance
The Group consolidated financial statements have been prepared
in accordance with International Financial Reporting Standards
('IFRSs') as adopted by the EU and applicable law. The Company has
elected to prepare its parent company financial statements in
accordance with FRS 101. These parent company statements appear
after the notes to the consolidated financial statements
(b) Basis of measurement
The Accounts have been prepared under the historical cost
convention.
(c) Functional and presentation currency
These consolidated financial statements are presented in
sterling, which is the Group and Company's functional currency. All
financial information presented in sterling has been rounded to the
nearest thousand.
(d) Use of estimates and judgements
The preparation of financial statements in conformity with IFRSs
requires management to make judgements, estimates and assumptions
that affect the application of policies and reported amounts of
assets and liabilities, income and expenses. The estimates and
associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making the
judgements about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ
from these estimates.
The estimates and underlying assumptions are reviewed on an
on-going basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision only
affects that period, or in the period of the revision and future
periods, if the revision affects both current and future
periods.
(e) Accounting Developments
The Group and Company financial statements have been prepared
and approved by the directors in accordance with International
Financial Reporting Standards as adopted by the EU ("Adopted
IFRSs"). The accounting policies have been applied consistently to
all periods presented in the consolidated financial statements,
unless otherwise stated.
Certain new standards, amendments and interpretations to
existing standards have been published that are mandatory for the
group's accounting period beginning on or after 1 August 2015. The
following new standards and amendments to standards are mandatory
and have been adopted for the first time for the financial year
beginning 1 August 2015:
-- Annual Improvements to IFRSs 2010 - 2012 Cycle
-- Annual Improvements to IFRSs 2011 - 2013 Cycle
These standards have not had a material impact on the
Consolidated Financial Statements.
Certain new standards, amendments and interpretations to
existing standards have been published that are mandatory for the
group's accounting period beginning on or after 1 August 2016. The
Group has elected not to adopt early these standards which are
described below:
-- Accounting for Acquisitions of Interests in Joint Operations (Amendments to IFRS 11)
-- Clarification of Acceptable Methods of Depreciation and
Amortisation (Amendments to IAS 16 and IAS 38)
-- Equity Method in Separate Financial Statements (Amendments to IAS 27)
-- Annual Improvements to IFRSs 2012-2014 Cycle - various standards
-- Investment Entities: Applying the Consolidation Exception
(Amendments to IFRS 10, IFRS 12 and IAS 28)
-- Disclosure Initiative (Amendments to IAS 1)
-- Disclosure Initiative (Amendments to IAS 7)
-- Recognition of Deferred Tax Assets for Unrealised Losses (Amendments to IAS 12)
-- IFRS 15 Revenue from Contracts with Customers
-- IFRS 9 Financial Instruments
-- Classification and Measurement of Share-based Payment Transactions (Amendments to IFRS 2)
-- IFRS 16 Leases
(f) Going concern
The Group is debt free and has substantial cash resources. The
Board has prepared cash flow forecasts for the forthcoming year
based upon assumptions for trading and the requirements for cash
resources.
Based upon this analysis, the Board has concluded that the Group
has adequate working capital resources and that it is appropriate
to use the going concern basis for the preparation of the
consolidated financial statements.
3 Segmental analysis
Following the acquisitions of SEP Limited and Ontrac Limited and
the disposal of Tracsis Traffic Australia Pty Limited in the
period, the Group has reviewed its internal reporting structures
and has amended its Operating Segments. The Group has divided its
results into two segments being 'Rail Technology and Services' and
'Traffic & Data Services'.
'Rail Technology and Services' includes the Group's Software,
Consultancy and Remote Condition Monitoring technology and also
includes Ontrac which was acquired in the period. Traffic &
Data Services includes SEP which was acquired in the period.
In accordance with IFRS 8 'Operating Segments', the Group has
made the following considerations to arrive at the disclosure made
in these financial statements.
IFRS 8 requires consideration of the Chief Operating Decision
Maker ("CODM") within the Group. In line with the Group's internal
reporting framework and management structure, the key strategic and
operating decisions are made by the Board of Directors, who review
internal monthly management reports, budgets and forecast
information as part of this. Accordingly, the Board of Directors
are deemed to be the CODM.
Operating segments have then been identified based on the
internal reporting information and management structures within the
Group. From such information it has been noted that the CODM
reviews the business as two segments, receiving internal
information on that basis. The management structure and allocation
of key resources, such as operational and administrative resources,
are arranged on a centralised basis.
In addition to the two segments referred to above, the CODM
reviews a split of revenue streams on a monthly basis and as such,
this additional information has been provided below.
2016 2015
Revenue GBP000 GBP000
---------------------------------------- ------- -------
Software 6,605 5,593
Consultancy 2,091 1,956
Acquisition: Ontrac 3,213 -
Remote Condition Monitoring Technology 2,157 2,975
---------------------------------------- ------- -------
Rail Technology & Services 14,066 10,524
---------------------------------------- ------- -------
Traffic & Data Services 14,447 14,858
Acquisition: SEP 4,128 -
---------------------------------------- ------- -------
Traffic & Data Services 18,575 14,858
Total revenue 32,641 25,382
---------------------------------------- ------- -------
Reconciliations of reportable segment revenues, profit or loss,
assets and liabilities and other material items
Information regarding the results of the reportable segment is
included below. Performance is measured based on segment profit
before income tax, as included in the internal management reports
that are reviewed by the Board of Directors. Segment profit is used
to measure performance. There are no material inter-segment
transactions, however, when they do occur, pricing between segments
is determined on an arm's length basis. Revenues disclosed below
materially represent revenues to external customers.
3 Segmental analysis (continued)
2016
Rail Traffic
Technology & Data
& Services Services Unallocated Total
GBP000 GBP000 GBP000 GBP000
------------------------------------ ------------ ---------- -------------- --------
Revenues
Total revenue for reportable
segments 14,066 18,575 - 32,641
Consolidated revenue 14,066 18,575 - 32,641
------------------------------------ ------------ ---------- -------------- --------
Profit or loss
EBITDA for reportable
segments 5,346 2,299 - 7,645
Amortisation of intangible
assets - - (1,378) (1,378)
Depreciation (111) (662) - (773)
Exceptional item: Acquisition
& disposal costs (79) (96) - (175)
Exceptional item: Loss
on disposal - (272) - (272)
Share-based payment
charges - - (1,087) (1,087)
Interest receivable/payable(net) - - (5) (5)
------------------------------------ ------------ ---------- -------------- --------
Consolidated profit before
tax 5,156 1,269 (2,470) 3,955
------------------------------------ ------------ ---------- -------------- --------
2015
Rail Traffic
Technology & Data
& Services Services Unallocated Total
GBP000 GBP000 GBP000 GBP000
------------------------------------ ------------ ---------- -------------- --------
Revenues
Total revenue for reportable
segments 10,524 14,858 - 25,382
Consolidated revenue 10,524 14,858 - 25,382
------------------------------------ ------------ ---------- -------------- --------
Profit or loss
EBITDA for reportable
segments 4,343 2,186 - 6,529
Amortisation of intangible
assets - - (714) (714)
Depreciation (73) (651) - (724)
Share-based payment
charges - - (623) (623)
Interest receivable/payable(net) - - 2 2
------------------------------------ ------------ ---------- -------------- --------
Consolidated profit before
tax 4,270 1,535 (1,335) 4,470
------------------------------------ ------------ ---------- -------------- --------
2016
Rail Traffic
Technology & Data
& Services Services Unallocated Total
GBP'000 GBP000 GBP000 GBP000
----------------------------- ---------------------- ---------- -------------- ---------
Assets
Total assets for reportable
segments (exc. cash) 2,401 6,944 - 9,345
Intangible assets
and investments - - 26,882 26,882
Deferred tax assets - - 573 573
Cash and cash equivalents 4,365 1,507 5,513 11,385
Consolidated total
assets 6,766 8,451 32,968 48,185
----------------------------- ---------------------- ---------- -------------- ---------
Liabilities
Total liabilities
for reportable segments (5,004) (4,081) - (9,085)
Deferred tax - - (4,284) (4,284)
Deferred/contingent
consideration - - (6,150) (6,150)
Consolidated total
liabilities (5,004) (4,081) (10,434) (19,519)
----------------------------- ---------------------- ---------- -------------- ---------
3 Segmental analysis (continued)
2015
Rail Traffic
Technology & Data
& Services Services Unallocated Total
GBP'000 GBP000 GBP000 GBP000
----------------------------- ------------ ---------- -------------- --------
Assets
Total assets for reportable
segments (exc. cash) 1,722 4,755 - 6,477
Intangible assets - - 10,010 10,010
Deferred tax assets - - 882 882
Cash and cash equivalents 3,863 1,277 8,201 13,341
Consolidated total
assets 5,585 6,032 19,093 30,710
----------------------------- ------------ ---------- -------------- --------
Liabilities
Total liabilities
for reportable segments (3,967) (2,632) - (6,599)
Deferred tax - - (1,734) (1,734)
Consolidated total
liabilities (3,967) (2,632) (1,734) (8,333)
----------------------------- ------------ ---------- -------------- --------
Geographic split of revenue
A geographical analysis of 2016 2015
revenue is provided below:
GBP000 GBP000
----------------------------- ------- -------
United Kingdom 30,798 22,534
Australia 1,238 2,245
Rest of the World 605 603
Total 32,641 25,382
----------------------------- ------- -------
4 Earnings per share
Basic earnings per share
The calculation of basic earnings per share at 31 July 2016 was
based on the profit attributable to ordinary shareholders of
GBP3,533,000 (2015: GBP3,729,000) and a weighted average number of
ordinary shares in issue of 27,807,000 (2015: 26,443,000),
calculated as follows:
The earnings figure of GBP3,533,000 is split as GBP3,453,000
from continuing operations (2015: GBP3,540,000), GBP273,000 from
acquisitions and (GBP193,000) from discontinued operations (2015:
GBP189,000).
Weighted average number of ordinary shares
In thousands of shares
2016 2015
Issued ordinary shares at 1 August 26,564 26,258
Effect of shares issued related 360 -
to business combinations
Effect of shares issued for cash 883 185
Weighted average number of shares
at 31 July 27,807 26,443
------------------------------------ ------- -------
Diluted earnings per share
The calculation of diluted earnings per share at 31 July 2016
was based on profit attributable to ordinary shareholders of
GBP3,533,000 (2015: GBP3,729,000) and a weighted average number of
ordinary shares in issue after adjustment for the effects of all
dilutive potential ordinary shares of 28,811,000 (2015:
27,656,000):
Adjusted EPS
In addition, Adjusted Profit EPS is shown below on the grounds
that it is a common metric used by the market in monitoring similar
businesses. A reconciliation of this figure is provided below:
2016 2015
GBP'000 GBP'000
Profit attributable to ordinary
shareholders 3,533 3,729
Amortisation of intangible assets 1,378 714
Share-based payment charges 1,087 623
Exceptional item: Acquisition and 175 -
disposal costs
Exceptional item: Loss on disposal 272 -
--------------------------------------- -------- --------
Adjusted profit for EPS purposes 6,445 5,066
--------------------------------------- -------- --------
Weighted average number of ordinary
shares
In thousands of shares
--------------------------------------- -------- --------
For the purposes of calculating
Basic earnings per share 27,807 26,443
Adjustment for the effects of all
dilutive potential ordinary shares 28,811 27,656
--------------------------------------- -------- --------
Basic adjusted earnings per share 23.18p 19.16p
Diluted adjusted earnings per share 22.37p 18.32p
--------------------------------------- -------- --------
5 Dividends
The Group introduced a progressive dividend policy during
previous years. The cash cost of the dividend payments is shown
below:
2016 2015
GBP000 GBP000
------------------------------ ------- -------
Final dividend for 2013/14
of 0.45p per share paid - 119
Interim dividend for 2014/15
of 0.40p per share paid - 106
Final dividend for 2014/15 164 -
of 0.60p per share paid
Interim dividend for 2015/16 137 -
of 0.50p per share paid
Total dividends paid 301 225
------------------------------- ------- -------
The dividends paid or proposed in respect of each financial year
is as follows:
2016 2015 2014 2013 2012
GBP000 GBP000 GBP000 GBP000 GBP000
------------------------------ --------- --------- --------- -------- -------
Interim dividend for 2011/12
of 0.20p per share paid - - - - 48
Final dividend for 2011/12
of 0.35p per share paid - - - - 87
Interim dividend for 2012/13 - - - 75 -
of 0.30p per share paid
Final dividend for 2012/13 - - - 102 -
of 0.40p per share paid
Interim dividend for 2013/14 - - 89 - -
of 0.35p per share paid
Final dividend for 2013/14 - - 119 - -
of 0.45p per share paid
Interim dividend for 2014/15 - 106 - - -
of 0.40p per share paid
Final dividend for 2014/15 - 164 - - -
of 0.60p per share paid
Interim dividend for 2015/16 137 - - - -
of 0.50p per share paid
Final dividend for 2015/16 194 - - - -
of 0.70p per share proposed
------------------------------ --------- --------- --------- -------- -------
The total dividends paid or proposed in respect of each
financial year ended 31 July is as follows:
2016 2015 2014 2013 2012
Total dividends paid per
share 1.2p 1.0p 0.8p 0.7p 0.55p
-------------------------- ------ ------ ------ ----- ------
The dividend will be payable on 10 February 2017 to shareholders
on the Register at 27 January 2017.
6 Acquisitions, disposals and investments during the year
a) Acquisition: SEP Limited and SEP Events Limited
On 25 September 2015, the Group acquired 100% of the share
capital of SEP Limited and its wholly owned subsidiary SEP Events
Limited (SEP).
The acquisition had the following effect on the Group's assets
and liabilities on the acquisition date:
Recognised
Pre-acquisition Fair value
value on
carrying adjustments acquisition
amount
GBP000 GBP000 GBP000
----------------------------- ---------------- ------------ ------------
Intangible assets: Customer
relationships - 1,449 1,449
Tangible fixed assets 333 - 333
Trade and other receivables 811 - 811
Trade and other payables
and deferred income (980) (100) (1,080)
Hire Purchase contracts (133) - (133)
Deferred tax liability - (261) (261)
----------------------------- ---------------- ------------ ------------
Net identified assets and
liabilities 31 1,088 1,119
Goodwill on acquisition 555
----------------------------- ---------------- ------------ ------------
1,674
----------------------------- ---------------- ------------ ------------
Consideration paid in cash 1,638
Net cash acquired (644)
Net cash flow 994
Consideration paid: fair
value of shares issued 250
Fair value of deferred and
performance consideration
payable 430
Total consideration 1,674
----------------------------- ---------------- ------------ ------------
In the period to 31 July 2016 the Company contributed revenue of
GBP4.1m and pre tax profit of GBP0.15m to the Group's results,
excluding amortisation of associated intangible assets, exceptional
costs and share based payments.
b) Acquisition: Ontrac Limited and Ontrac Technology Limited
On 1 December 2015, the Group acquired the entire issued share
capital of Ontrac Limited and Ontrac Technology Limited (together
being "Ontrac").
The acquisition had the following effect on the Group's assets
and liabilities on the acquisition date:
Recognised
Pre-acquisition Fair value
value on
carrying adjustments acquisition
amount
GBP000 GBP000 GBP000
------------------------------- ---------------- ------------ ------------
Intangible assets: Technology
assets - 1,400 1,400
Intangible assets: Customer
relationships - 13,494 13,494
Tangible fixed assets 121 - 121
Trade and other receivables 1,510 - 1,510
Trade and other payables
and deferred income (1,483) (468) (1,951)
Hire purchase contracts (54) - (54)
Income tax payable (5) - (5)
Deferred tax liability (4) (2,681) (2,685)
------------------------------- ---------------- ------------ ------------
Net identified assets and
liabilities 85 11,745 11,830
Goodwill on acquisition 602
------------------------------- ---------------- ------------ ------------
12,432
------------------------------- ---------------- ------------ ------------
Consideration paid in cash 10,741
Net cash acquired (4,974)
Net cash flow 5,767
Consideration paid: fair
value of shares issued 915
Fair value of deferred and
performance consideration
payable 5,750
Total consideration 12,432
------------------------------- ---------------- ------------ ------------
In the period to 31 July 2016 the Company contributed revenue of
GBP3.2m and pre tax profit of GBP1.1m to the Group's results,
excluding amortisation of associated intangible assets, exceptional
costs and share based payment charges.
c) Investment: Strategic Investment in Citi Logik Limited
On 4 September 2015, the Group made a strategic investment to
acquire up to 29.4% of Citi Logik Limited (Citi Logik). Under the
terms of the agreement, the Group agreed to invest up to GBP1.0m
via a combination of equity and debt funding in return for up to
29.4% of the issued share capital in Citi Logik.
Investment of GBP0.5m (GBP0.375m equity and GBP0.125m debt) was
made immediately with a further GBP0.5m subject to delivery of
agreed business plan milestones. The initial investment represented
17.24% of the issued share capital of Citi Logik.
d) Investment: Nutshell Software Limited
On 21 July 2016, the Group entered into an agreement to acquire
up to 37.8% of Nutshell Software Limited for total consideration of
GBP0.5m split as GBP0.25m of equity and GBP0.25m of debt. The
investment will be made in three tranches and the first one made in
July 2016 comprised a total of GBP0.25m which was split GBP0.125m
equity and GBP0.125m of debt in return for 23.3% of the shares in
the company.
e) Disposal: Tracsis Traffic Data Pty Limited
On 22 December 2015, the Group disposed of Tracsis Traffic Data
Pty Limited ("TTD"), its data capture operation in Australia, to
Martin Prowse, the Managing Director of that Company as part of a
management buy-out (the "Disposal").
In the year ended 31 July 2015, TTD generated revenue of
GBP2.2m, EBITDA of GBP0.3m, Profit Before Tax of GBP0.25m and had
tangible net assets of circa GBP0.5m. For the period 1 August 2015
to 22 December 2015, TTD generated revenue of GBP1.2m and Profit
Before Tax of GBP0.2m.
As part of the disposal agreement, the Group has security
arrangements over the shares and assets of TTD and connected
parties, which will remain in place until the consideration is paid
in full.
The Disposal proceeds include an initial payment of AUS $285k
and deferred consideration of AUS $799k payable over 3 years to
give total consideration of AUS $1,084k.
AUS GBP
$'000 GBP'000
Consideration:
Initial 285 136
Deferred 799 374
------- ---------
1,084 510
Overdraft 64 30
------- ---------
1,148 540
Net assets at disposal
excl overdraft 645
Loss on disposal
pre foreign exchange (105)
Elimination of translation
reserve (167)
Loss on disposal (272)
Initial Consideration
received 285 136
Deferred consideration
received 145 74
Receivable after
more than one year 290 167
Receivable in less
than one year 364 133
------- ---------
Total 1,084 510
Overdraft 30
---------
Total consideration 540
The disposal had the following effect on the Group's assets and
liabilities on the disposal date:
Value
on
disposal
GBP000
----------------------------------- ---------
Tangible fixed assets 219
Trade and other receivables 934
Trade and other payables (357)
Income tax payable (101)
Hire purchase contracts (50)
Net identified assets and
liabilities 645
Elimination of translation
reserve 167
Loss on disposal (272)
----------------------------------- ---------
540
----------------------------------- ---------
Consideration received in
cash 136
Deferred consideration receivable 374
Overdraft disposed of 30
----------------------------------- ---------
Total consideration receivable 540
----------------------------------- ---------
7 Annual Report and Annual General Meeting
The Company anticipates dispatching a copy of its annual report
and accounts to all shareholders on or around 5 December 2016. A
copy will also be available on the Company's website
www.tracsis.com.
The Annual General Meeting of the Company will be held at Leeds
Innovation Centre, 103 Clarendon Road, Leeds, LS2 9DF on Friday 20
January 2016 at 1pm.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR LLFSTLFLRLIR
(END) Dow Jones Newswires
November 17, 2016 02:00 ET (07:00 GMT)