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TRCS Tracsis Plc

850.00
0.00 (0.00%)
19 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Tracsis Plc LSE:TRCS London Ordinary Share GB00B28HSF71 ORD 0.4P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 850.00 840.00 860.00 850.00 850.00 850.00 26,299 08:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Prepackaged Software 82.02M 6.81M 0.2277 37.33 254.06M

Tracsis PLC Final Results (3979P)

17/11/2016 7:00am

UK Regulatory


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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

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November 17, 2016 02:00 ET (07:00 GMT)

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