REG - Tracsis PLC - Final Results <Origin Href="QuoteRef">TRCS.L</Origin> - Part 2
17/11/2016 07:10
- Part 2: For the preceding part double click ID:nRSQ3979Pa
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 revenue is provided below: 2016 2015
£000 £000
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 £3,533,000 (2015: £3,729,000)
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 £3,533,000 is split as £3,453,000 from continuing
operations (2015: £3,540,000), £273,000 from acquisitions and (£193,000) from
discontinued operations (2015: £189,000).
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 to business combinations 360 -
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 £3,533,000 (2015: £3,729,000)
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
£'000 £'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 disposal costs 175 -
Exceptional item: Loss on disposal 272 -
Adjusted profit for EPS purposes 6,445 5,066
Weighted average number of ordinary sharesIn 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
£000 £000
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 of 0.60p per share paid 164 -
Interim dividend for 2015/16 of 0.50p per share paid 137 -
Total dividends paid 301 225
The dividends paid or proposed in respect of each financial year is as
follows:
2016 2015 2014 2013 2012
£000 £000 £000 £000 £000
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 of 0.30p per share paid - - - 75 -
Final dividend for 2012/13 of 0.40p per share paid - - - 102 -
Interim dividend for 2013/14 of 0.35p per share paid - - 89 - -
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 of 0.60p per share paid - 164 - - -
Interim dividend for 2015/16 of 0.50p per share paid 137 - - - -
Final dividend for 2015/16 of 0.70p per share proposed 194 - - - -
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 amount adjustments acquisition
£000 £000 £000
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 £4.1m and pre
tax profit of £0.15m 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 amount adjustments acquisition
£000 £000 £000
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 £3.2m and pre
tax profit of £1.1m 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 £1.0m 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 £0.5m (£0.375m equity and £0.125m debt) was made immediately
with a further £0.5m 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 £0.5m split as £0.25m of
equity and £0.25m of debt. The investment will be made in three tranches and
the first one made in July 2016 comprised a total of £0.25m which was split
£0.125m equity and £0.125m 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 £2.2m, EBITDA of
£0.3m, Profit Before Tax of £0.25m and had tangible net assets of circa £0.5m.
For the period 1 August 2015 to 22 December 2015, TTD generated revenue of
£1.2m and Profit Before Tax of £0.2m.
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 $'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
£000
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
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