REG - Trakm8 Holdings PLC - Final Results <Origin Href="QuoteRef">TKM8.L</Origin> - Part 2
04/07/2016 07:05
- Part 2: For the preceding part double click ID:nRSD0661Da
Europe.
4. OPERATING PROFIT
The following items have been included in arriving at operating profit:
UnauditedYear ended 31 March 2016 AuditedYear ended 31 March 2015
£ £
Depreciation
- owned fixed assets 227,194 176,571
- assets on hire purchase 5,075 -
Amortisation of intangible assets 655,528 542,713
Operating lease rentals
Land and buildings 92,173 51,862
Other 219,625 142,838
Research and development expenditure 1,002,096 350,177
Loss on foreign exchange transactions 46,212 18,227
Staff costs 6,036,138 4,479,252
£ £
Auditors' remuneration
Fees payable to the Company's auditors for the audit of the parent
company and consolidated financial statements 57,000 10,000
Fees payable to the Company's auditors for other services:
The audit of the Company's subsidiaries 40,000 30,000
Tax compliance services 12,500 -
Tax advisory services 12,450 7,500
Adjusted Operating profit is monitored by the Board and measured as follows:
UnauditedYear ended 31 March 2016 AuditedYear ended 31 March 2015
£ £
Operating Profit 3,110,406 1,760,357
Exceptional administrative costs 612,559 -
Share based payments 198,079 116,932
Adjusted Operating profit 3,921,044 1,877,289
5. EXCEPTIONAL COSTS
UnauditedYear ended 31 March 2016 AuditedYear ended 31 March 2015
£ £
Acquisition costs 578,943 -
Integration costs 33,616 -
612,559 -
The acquisition costs related to the purchase of the trade and assets of DCS
Systems Ltd in June 2015 and 100% of the share capital of Route Monkey
Holdings Ltd in December 2015. The integration costs related to the
reorganisation of management and integration of business systems and processes
following the acquisitions. These costs have been included as part of
Administration costs.
6. FINANCE COSTS
UnauditedYear ended 31 March 2016 AuditedYear ended 31 March 2015
£ £
Interest on bank loans 108,208 58,439
7. EARNINGS PER ORDINARY SHARE
The earnings per Ordinary share have been calculated using the profit for the
year and the weighted average number of Ordinary shares in issue during the
year as follows:
UnauditedYear ended 31 March 2016 AuditedYear ended 31 March 2015
£ £
Profit for the year after taxation 3,343,750 1,689,065
Exceptional administrative costs 612,559 -
Share based payments 198,079 116,932
Tax effect of adjustments (122,512) -
Adjusted Profit for the year after taxation 4,031,876 1,805,997
No. No.
Number of Ordinary shares of 1p each 32,035,064 28,973,821
Basic weighted average number of Ordinary shares of 1p each 30,000,972 28,944,151
Basic weighted average number of Ordinary shares of 1p each (diluted) 32,571,617 30,823,153
Earnings per share 11.15p 5.84p
Adjust for effects of:
Exceptional costs 1.63p -
Share based payments 0.66p 0.40p
Adjusted earnings per share 13.44p 6.24p
Diluted earnings per share 10.27p 5.48p
Adjusted diluted earnings per share 12.38p 5.88p
Adjusted diluted earnings per share is based on the Adjusted Profit for the
year after taxation and the same number of shares used in the calculation of
Diluted earnings per share.
8. SHARE CAPITAL
UnauditedAs at 31 March 2016 AuditedAs at 31 March 2015
No's £ No's £
'000's '000's
Authorised
Ordinary shares of 1p each 200,000 2,000,000 200,000 2,000,000
Allotted, issued and fully paid
Ordinary shares of 1p each 32,035 320,350 28,974 289,738
Movement in share capital:
As at 31 March 2016 As at 31 March 2015
£ £
As at 1 April 289,738 288,738
New shares issued 30,612 1,000
As at 31 March 320,350 289,738
The Company currently holds 29,000 Ordinary shares in treasury representing
0.10% of the Company's issued share capital. The number of 1 pence Ordinary
shares that the Company has in issue less the total number of Treasury shares
is 32,006,064.
During the year the following shares were issued:
Date Description Shares Consideration Premium
number £ £
04/09/2015 Exercise of options over Ordinary Shares by Directors and an employee of the Company 975,000 126,750 117,000
15/09/2015 Exercise of options over Ordinary Shares by an employee of the Company 100,000 13,000 12,000
21/12/2015 Share placing to fund acquisition of Route Monkey 1,801,802 6,000,000 5,981,982
21/12/2015 Share issue to senior management shareholders of Route Monkey 184,441 614,189 612,344
3,061,243 6,753,938 6,723,326
The shares issued to senior management shareholders of Route Monkey were
issued at a premium which was subject to merger relief and has been taken to
the Merger reserve.
9. CASH GENERATED FROM OPERATIONS
UnauditedYear ended 31 March 2016 AuditedYear ended 31 March 2015
£ £
Reconciliation of profit before tax to net cash flow from operating activities:
Profit before tax 3,003,072 1,702,306
Depreciation 232,269 202,159
Bank and other interest 107,334 58,051
Amortisation of intangible assets 655,528 517,125
Share based payments 198,079 116,932
Operating cash flows before movement in working capital 4,196,282 2,596,573
Movement on retranslation of overseas operations 3,190 (3,764)
Movement in inventories (39,011) (212,808)
Movement in trade and other receivables (1,211,259) (1,641,882)
Movement in trade and other payables 1,486,354 394,829
Movement in provisions 11,754 (21,073)
Cash generated from operations 4,447,310 1,111,875
Income taxes received - 74,205
Net cash inflow from operating activities 4,447,310 1,186,080
10. BUSINESS COMBINATIONS
Route Monkey Holdings Limited
On 30 December 2015 the Company acquired the entire share capital of Route
Monkey Holdings Ltd and its wholly owned subsidiary, Route Monkey Ltd "Route
Monkey" for a total consideration of £5,036,584.
Route Monkey provides technology solutions that optimise fleet routing. The
company was acquired to bring new and complimentary route planning and
optimisation technology capability to the Group. The assets and liabilities as
at 30 December 2015 arising from the acquisition were as follows:
UnauditedFair value
£
Intangible assets 979,891
Property and equipment 24,995
Trade receivables 1,380,632
Trade and other payables (975,479)
Deferred tax (181,000)
Borrowings (1,784,357)
Net liabilities acquired (555,318)
Goodwill 5,591,902
Total consideration 5,036,584
Satisfied by:
Cash 4,422,395
Fair value of shares in the Company 614,189
5,036,584
The acquisition was settled in cash of £4,422,395 and by issuing 184,441
shares in Trakm8 holdings PLC. The fair value of the equity shares issued was
based on the market value of Trakm8 holdings PLC's traded shares with a fair
value of £614,189 on the acquisition date. Merger relief has been applied,
leading to the addition of £612,344 to the merger reserve rather than share
premium.
The revenue included in the consolidated statement of comprehensive income
since 30 December 2015 contributed by Route Monkey was £855,823. Route Monkey
also contributed operating profit of £585,404 over the same period. The
Directors have concluded that it is impractical to provide disclosure of the
revenues and profit that Route Monkey would have contributed to the Group had
it been consolidated from 1 April 2015. This is due to a combination of the
fact that Route Monkey previously had a different year end and audited
accounts are not available for the period 1 April 2015 to 31 December 2015,
and significant adjustments have been required to Route Monkey's accounting
policies in respect of revenue recognition to align with the requirements of
IFRS and Trakm8's accounting policies and it is impractical to recalculate
revenues for the period 1 April 2015 to 31 December 2015.
Acquisition related costs amounting to £404,743 have been recognised as an
exceptional administrative expense in the consolidated statement of
comprehensive income.
Under the purchase agreement to acquire Route Monkey, contingent consideration
of up to £2,000,000 is payable subject to the business achieving certain
performance targets during the year to 31 December 2016. No provision in
relation to this consideration has been recognised in these consolidated
financial statements, as the Directors consider the likelihood of any
contingent amounts being payable under the agreement to be highly unlikely.
The goodwill arising on the acquisition represents the significant value of
the software analytics acquired will bring when integrated principally into
Trakm8's existing telematics offering, as well as further synergies.
DCS Systems Limited
On 16 June 2015 Trakm8 Limited acquired the business and assets of DCS Systems
Limited "DCS" for a consideration of £3,275,136. DCS specialises in the design
and distribution of camera systems for the motor vehicle, bicycle and security
markets.
The fair values of the identifiable assets of the business as at the date of
acquisition were:
UnauditedFair value
£
Intangible assets 320,000
Property and equipment 4,000
Inventories 726,454
Trade receivables 92,583
Trade and other payables (43,901)
Net assets acquired 1,099,136
Goodwill 2,176,000
Total consideration 3,275,136
Satisfied by:
Cash 3,275,136
The revenue included in the consolidated statement of comprehensive income
since 15 6 2015 contributed by DCS was £1,851,789. DCS also contributed
operating profit of £312,015 over the same period.
Had DCS been consolidated from 1 April 2015, the consolidated statement of
comprehensive income would show revenue of £2,330,700 and operating profit of
£392,709 in relation to this entity.
Acquisition related costs amounting to £174,200 have recognised as an
exceptional administrative expense in the consolidated statement of
comprehensive income.
The goodwill arising on the acquisition represents the value of the camera
technology acquired. The value of which is considerably enhanced when
combined with Trakm8's existing product range and further synergies.
The information communicated in this announcement is inside information for
the purposes of Article 7 of Regulation 596/2014.
This information is provided by RNS
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