REG - Accumuli PLC - Interim Results <Origin Href="QuoteRef">ACM.L</Origin> <Origin Href="QuoteRef">QED.L</Origin> <Origin Href="QuoteRef">TPT.L</Origin> - Part 2
25/11/2014 08:51
- Part 2: For the preceding part double click ID:nRSY8684Xa
(0.24) (0.06) (0.50)
Earnings per share from continuing operations before amortisation of intangibles and related deferred tax and separately identifiable costs and income and LTIP costs
- basic (p) 0.68 0.55 1.36
- diluted (p) 0.67 0.55 1.35
The calculation of diluted loss per ordinary share for the periods ended 30
September 2013 and 2014 and the year ended 31 March 2014 is identical to that
used for the basic loss per ordinary share for the periods ended 30 September
2013 and 2014 and the year ended 31 March 2014 respectively. This is because
the exercise of the options would have the effect of reducing the loss per
ordinary share and is therefore not dilutive under the terms of IAS 33.
(Loss)/earnings and the number of shares used in the calculations of
(loss)/earnings per share are set out below:
Six monthsended30 September2014Unaudited £'000 Six monthsended30 September2013Unaudited£'000 Yearended31 March2014Audited£'000
Earnings for the period from continuing operations before amortisation of intangibles and related deferred tax and separately identifiable costs and income 1,073 823 2,064
Loss for the period from continuing operations (383) (87) (755)
Weighted average number of shares used in the calculations of (loss)/earnings
per share are set out below:
Six monthsended30 September2014UnauditedNumber Six monthsended30 September2013UnauditedNumber YearEnded31 March2014AuditedNumber
For basic (loss)/earnings per share 158,217,590 148,595,089 152,038,445
For diluted (loss)/earnings per share 160,211,946 149,619,299 153,040,492
4. Intangible assets
Developmentcosts£'000 Customercontracts£'000 Software£'000 Total£'000 Goodwill£'000
Cost
At 1 October 2013 104 11,175 42 11,321 8,339
Acquisitions through business combinations - 1,840 - 1,840 702
Additions 108 - - 108 -
At 31 March 2014 212 13,015 42 13,269 9,041
Acquisitions through business combinations - 983 - 983 761
Additions 211 - - 211 -
At 30 September 2014 423 13,998 42 14,463 9,802
Amortisation
At 1 October 2013 47 3,737 21 3,805 -
Charge for the period 22 1,065 7 1,094 -
At 31 March 2014 69 4,802 28 4,899 -
Charge for the period 42 1,338 7 1,387 -
At 30 September 2014 111 6,140 35 6,286 -
Net book value
At 30 September 2014 312 7,858 7 8,177 9,802
At 31 March 2014 143 8,213 14 8,370 9,041
At 1 October 2013 57 7,438 21 7,516 8,339
5. Deferred tax
The movement in deferred taxation during the period was:
Six monthsended30 September2014Unaudited £'000 Six monthsended30 September2013Unaudited£'000 Yearended31 March2014Audited£'000
Provision brought forward 1,440 892 892
Credits to income for the period - (137) -
Trading losses - - 83
(Debits)/credits arising from business combinations (65) 642 465
Provision carried forward 1,375 1,397 1,440
Analysed as follows:
- deferred tax asset (125) (176) (125)
- deferred tax liability 1,500 1,573 1,565
1,375 1,397 1,440
6. Acquisitions
ArmstrongAdams
On 20 June 2014, the group acquired the whole of the issued share capital of
ArmstrongAdams Limited ("ArmstrongAdams") for initial cash consideration of
£1.5m, the assumption of a loan due from the seller to ArmstrongAdams for
£0.7m and deferred contingent cash consideration up to a maximum of £1.5m,
payable over two years and dependent upon the performance of ArmstrongAdams up
to 30 June 2016 (the end of the earn-out period). Additionally, share options
were granted to the seller, who became an Accumuli employee.
The provisional fair values and calculation of goodwill in relation to the
acquisition of ArmstrongAdams are detailed below:
Book value£'000 Fair valueadjustment£'000 Fair value£'000
Provisional net assets acquired
Intangible assets - 983 983
Trade and other receivables 1,915 (1,100) 815
Cash and cash equivalents 1,336 - 1,336
Total assets 3,251 (117) 3,134
Trade and other payables 1,644 (1,251) 393
Current tax liabilities 92 - 92
Deferred tax liability - 183 183
Total liabilities 1,736 (1,068) 668
Fair value of identifiable assets and liabilities 1,515 951 2,466
Goodwill 761
Total consideration (excluding direct costs) 3,227
Satisfied by:
- initial cash consideration paid 1,458
- assumption of loan due by the seller to Armstrong 750
- fair value of share options granted 219
- fair value of contingent cash consideration payable in February 2015, August 2015, February 2016 and August 2016 800
Total consideration (excluding direct costs) 3,227
Net cash outflow arising from business combinations
- cash consideration paid 1,458
- cash and cash equivalents acquired (1,336)
Net cash outflow 122
The goodwill arising on this acquisition is attributable to cross selling
opportunities that are expected to be achieved from selling the rest of the
group's product offerings into ArmstrongAdams' customer base.
Direct acquisition costs amounting to £107,000 have been written off to the
consolidated statement of comprehensive income.
Eqalis Limited
Deferred cash consideration of £1,215,000 is payable on this acquisition.
Equal payments of £405,000 will be paid on 29 November 2014, 29 November 2015
and 29 November 2016.
7. Reconciliation of loss to net cash generated by operating activities
Six monthsended30 September2014Unaudited £'000 Six monthsended30 September2013Unaudited£'000 Yearended31 March2014Audited£'000
Loss before taxation from continuing operations (483) (213) (943)
Adjustments for:
- depreciation and amortisation 1,507 954 2,181
- share-based payment costs 300 111 208
- net adjustments to consideration on acquisitions - 76 -
- fair value adjustment on EdgeSeven share consideration - - 423
- finance income (79) (41) (30)
- finance costs 39 10 56
Operating cash flows before changes in working capital and provisions from continuing operations 1,284 897 1,895
Adjustments for:
- increase in inventories 12 - 1
- (increase)/decrease in receivables (1,470) 1,828 464
- increase/ (decrease) in payables 584 (1,496) (360)
- decrease in provision - (30) (100)
Net cash generated from operating activities from continuing operations 410 1,199 1,900
Financial statements
Independent review report to Accumuli plc
Introduction
We have been engaged by the company to review the financial information in the
half-yearly financial report for the six months ended 30 September 2014 which
comprises the consolidated statement of comprehensive income, consolidated
statement of financial position, consolidated statement of changes in equity,
consolidated statement of cash flows and the related explanatory notes. We
have read the other information contained in the half-yearly financial report
which comprises only the highlights, chairman's statement and business review
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 ISRE (UK and Ireland) 2410, "Review of Interim Financial
Information performed by the Independent Auditor of the Entity". Our review
work has been undertaken so that we might state to the company those matters
we are required to state to them in a review report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company, for our review work, for this
report, or for the conclusion we have formed.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been
approved by, the directors. The AIM rules of the London Stock Exchange require
that the accounting policies and presentation applied to the financial
information in the half-yearly financial report are consistent with those
which will be adopted in the annual accounts having regard to the accounting
standards applicable for such accounts.
As disclosed in note 1, the annual financial statements of the group are
prepared in accordance with IFRSs as adopted by the European Union. The
financial information in the half-yearly financial report has been prepared in
accordance with the basis of preparation in note 1.
Our responsibility
Our responsibility is to express to the company a conclusion on the financial
information 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 financial information in the half-yearly financial report for
the six months ended 30 September 2014 is not prepared, in all material
respects, in accordance with the basis of accounting described in note 1.
Grant Thornton UK LLP
Chartered accountants
Manchester
25 November 2014
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