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REG - Trakm8 Holdings PLC - Final Results <Origin Href="QuoteRef">TKM8.L</Origin> - Part 2

- Part 2: For the preceding part double click  ID:nRSC8451Ja 

      
                                          Loss on foreign exchange transactions                                                             40,048                    46,212                    
                                          Staff costs                                                                                       7,301,417                 6,036,138                 
                                          Profit on disposal of property plant & equipment                                       103        -                         
                                                                                                                                                                                                
                                                                                                                                            £                         £                         
                                          Auditors' remuneration                                                                                                                                
                                          Fees payable to the Company's auditors for the audit of the parent                                
                                          company and consolidated financial statements                                          71,000     57,000                    
                                          Fees payable to the Company's auditors for other services:                                                                  
                                          The audit of the Company's subsidiaries                                                           -                         40,000                    
                                          Tax compliance services                                                                           9,800                     12,500                    
                                          Tax advisory services                                                                             9,930                     12,450                    
                                                                                                                                                                                                
                                                                                                                                                                                                
                                          Adjusted Operating profit is monitored by the Board and measured as follows:           
                                                                                                                                                                                                
                                                                                                                                            Year ended 31 March 2017  Year ended 31 March 2016  
                                                                                                                                            £                         £                         
                                          Operating Profit                                                                                  857,601                   3,110,406                 
                                          Exceptional administrative costs                                                                  214,492                   612,559                   
                                          Share based payments                                                                              249,425                   198,079                   
                                                                                                                                                                                                
                                          Adjusted Operating profit                                                                         1,321,518                 3,921,044                 
                                                                                                                                                                                                
 5.     EXCEPTIONAL ADMINISTRATIVE COSTS                                                                                                                              
                                                                                                                                            Year ended 31 March 2017  Year ended 31 March 2016  
                                                                                                                                            £                         £                         
                                          Acquisition costs                                                                                 63,190                    578,943                   
                                          Integration costs                                                                                 89,514                    33,616                    
                                          Contract manufacturing residual inventory provisions                                   61,788     -                         
                                                                                                                                            214,492                   612,559                   
                                                                                                                                                                                                
                                          The acquisition costs related to the purchase of 100% of the share capital of        
                                          Roadsense Technology Limited in August 2016. The 2016 acquisition costs related to   
                                          the purchase of the trade and assets of DCS in June 2015 and 100% of the share       
                                          capital of Route monkey Holdings Limited. The integration costs related to the       
                                          reorganisation of management and integration of business systems and processes       
                                          following the acquisitions. The contact manufacturing residual inventory costs are   
                                          associated with the cessation of our manufacturing contracts with third parties as   
                                          part of our streamlining of the business. These costs have been included as part of  
                                          Administration costs.                                                                
 
 
6.     FINANCE COSTS 
 
                                                                                                                                                                                                                                                                   Year ended 31 March 2017  Year ended 31 March 2016    
                                                                                                                                                                                                                                                                   £                         £                           
                                                                                                                                                                                                                 Interest on bank loans                            148,348                   102,345                     
                                                                                                                                                                                                                 Interest on Hire Purchase agreements              16,237                    5,863                       
                                                                                                                                                                                                                                                                   164,585                   108,208                     
 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:                                        
                                                                                                                                                                                                                                                                   Year ended 31 March 2017  Year ended 31 March 2016  
                                                                                                                                                                                                                                                                   £                         £                         
                                                                                                                                                                                                                                                                                                                       
                                     Profit for the year after taxation                                                                                                                                                                                            1,470,443                 3,343,750                 
                                     Exceptional administrative costs                                                                                                                                                                                              214,492                   612,559                   
                                     Share based payments                                                                                                                                                                                                          249,425                   198,079                   
                                     Tax effect of adjustments                                                                                                                                                                                                     (42,898)                  (122,512)                 
                                     Adjusted profit for the year after taxation                                                                                                                                                                                   1,891,462                 4,031,876                 
                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                                   No.                       No.                       
                                                                                                                                                                                                                                                                                                                       
                                     Number of Ordinary shares of 1p each                                                                                                                                                                                          35,723,254                32,035,064                
                                                                                                                                                                                                                                                                                                                       
                                     Basic weighted average number of Ordinary shares of 1p each                                                                                                                 32,594,891                            30,000,972  
                                     Diluted weighted average number of Ordinary shares of 1p each                                                                                                               33,708,702                            32,571,617  
                                                                                                                                                                                                                                                                                                                       
                                     Earnings per share                                                                                                                                                                                                            4.51p                     11.15p                    
                                     Diluted earnings per share                                                                                                                                                                                                    4.36p                     10.27p                    
                                                                                                                                                                                                                                                                                                                       
                                     Adjust for effects of:                                                                                                                                                                                                                                                            
                                     Exceptional costs                                                                                                                                                                                                             0.53p                     1.63p                     
                                     Share based payments                                                                                                                                                                                                          0.77p                     0.66p                     
                                                                                                                                                                                                                                                                                                                       
                                     Adjusted earnings per share                                                                                                                                                                                                   5.81p                     13.44p                    
                                     Adjusted diluted earnings per share                                                                                                                                                                                           5.61p                     12.56p                    
                                                                                                                                                                                                                                                                                                                       
                                                                                                                                                                                                                                                                                                                               
 
 
8.     SHARE CAPITAL 
 
                                                                                                                                                                                                                                                                                                                                   As at 31 March 2017  As at 31 March 2016  
                                                                                                                                                                                                                                                                                                                                   No's                 £                    No's                 £                    
   Authorised                                                                                                                                                                                                                                                                                                                      '000's                                    '000's                                    
   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                                                                                                                                                                                                                                          35,723                                                      357,232              32,035               320,350              
                                                                                                                                                                                                                                                                                                                                                                                                                       
   Movement in share capital:                                                                                                                                                                                                                                                                                                                                                                     
                                                                                                                                                                                                                                                                                                                                                                             As at 31 March 2017  As at 31 March 2016  
                                                                                                                                                                                                                                                                                                                                                                             £                    £                    
   As at 1 April                                                                                                                                                                                                                                                                                                                                                             320,350              289,738              
   New shares issued                                                                                                                                                                                                                                                                                                                                    36,882               30,612               
   As at 31 March                                                                                                                                                                                                                                                                                                                                                            357,232              320,350              
                                                                                                                                                                                                                                                                                                                                                                                                                       
   The Company currently holds 29,000 Ordinary shares in treasury representing 0.08% (2016: 0.09%) 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 35,694,254.  
                                                                                                                                                                                                                                                                                                                                                                                                                       
   During the year the following shares were issued:                                                                                                                                                                                                                   
   Date                                                                                                                                                                                                                                                                Description                                                                      Shares               Consideration        Premium              
                                                                                                                                                                                                                                                                                                                                                        number               £                    £                    
   07/04/2016                                                                                                                                                                                                                                                          Exercise of options over Ordinary Shares by an employee     100,000              13,000               12,000               
   28/04/2016                                                                                                                                                                                                                                                          Exercise of options over Ordinary Shares by an employee     100,000              19,500               18,500               
   03/05/2016                                                                                                                                                                                                                                                          Exercise of options over Ordinary Shares by an employee     50,000               9,750                9,250                
   26/07/2016                                                                                                                                                                                                                                                          Exercise of options over Ordinary Shares by an employee     200,000              36,500               34,500               
   30/09/2016                                                                                                                                                                                                                                                          Share issue to senior management shareholders of Roadsense  7,420                15,471               15,397               
   10/03/2017                                                                                                                                                                                                                                                          Share issue in connection with capital raising              3,230,770            2,100,000            2,067,692            
                                                                                                                                                                                                                                                                                                                                                        3,688,190            2,194,221            2,157,339            
   The shares issued to senior management shareholders of Roadsense were issued at a premium which was subject to merger relief and has been taken to the Merger reserve.                                                                                              
 
 
9.     CASH GENERATED FROM OPERATIONS 
 
                                                                                                                                 
                                                                             Year ended 31 March 2017  Year ended 31 March 2016  
                                                                             £                         £                         
                                                                                                                                 
   Profit before tax                                            693,061      3,003,072                 
   Depreciation                                                 303,958      232,269                   
   Profit on disposal of fixed assets                                        (103)                     -                         
   Net bank and other interest                                  164,540      107,334                   
   Amortisation of intangible assets                            1,156,947    655,528                   
   Share based payments                                         249,425      198,079                   
   Operating cash flows before movement in working capital      2,567,828    4,196,282                 
   Movement in inventories                                      (1,376,921)  (39,011)                  
   Movement in trade and other receivables                      498,593      (1,211,259)               
   Movement in trade and other payables                         (1,104,571)  1,489,544                 
   Movement in provisions                                       (46,282)     11,754                    
   Cash generated from operations                               538,647      4,447,310                 
   Income taxes received                                        128,957      -                         
   Net cash inflow from operating activities                    667,604      4,447,310                 
 
 
10.  BUSINESS COMBINATIONS 
 
Roadsense Technology Limited 
 
On 1 August 2016 the Company acquired the entire share capital of Roadsense
Technology Limited for a total consideration of £778,932. 
 
Roadsense provides telematics solutions to smaller businesses. The company was
acquired to extend the customer base of the Group. The assets and liabilities
as at 1 August 2016 arising from the acquisition were as follows: 
 
                                                                 Fair value  
                                                                 £           
   Intangible assets                                  100,000    
   Property and equipment                             99,875     
   Inventory                                                     38,200      
   Trade and other receivables                        62,486     
   Trade and other payables                           (186,584)  
   Net assets acquired                                113,977    
   Goodwill                                                      664,955     
   Total consideration                                778,932    
                                                                             
   Satisfied by:                                                             
   Cash                                                          763,461     
   Fair value of shares in the Company        15,471  
                                                                 778,932     
 
 
The acquisition was settled in cash of £763,461 and by issuing 7,420 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
£15,471 on the acquisition date. Merger relief has been applied, leading to
the addition of £15,397 to the merger reserve rather than share premium. 
 
The revenue included in the consolidated statement of comprehensive income
since 1 August 2016 contributed by Roadsense was £580,010. Roadsense also
contributed an operating loss of £235,239 over the same period. The Directors
have concluded that it is impractical to provide disclosure of the revenues
and profit that Roadsense would have contributed to the Group had it been
consolidated from 1 April 2016. This is due to audited accounts not being
available for the period 1 April 2016 to 31 July 2016, and significant
adjustments have been required to Roadsense's accounting policies in respect
of revenue recognition to align with the requirements of IFRS and Trakm8
Holdings PLC's accounting policies. Therefore it is impractical to recalculate
revenues for the period 1 April 2016 to 31 July 2016. 
 
Acquisition related costs amounting to £63,190 have been recognised as an
exceptional administrative expense in the consolidated statement of
comprehensive income. The goodwill arising on the acquisition represents the
value of the marketing expertise and customer relationships acquired which
Trakm8 Holdings PLC plans to integrate into their existing telematics
offerings. 
 
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 Limited.
Under the purchase agreement, contingent consideration of up to £2,000,000 was
payable subject to the business achieving certain performance targets during
the year to 31 December 2016. None of this contingent consideration is
payable. No provision in relation to this consideration was recognised in the
prior year financial statements, so no adjustment has been made in these
financial statements. 
 
This information is provided by RNS
The company news service from the London Stock Exchange

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