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TIDMALL
RNS Number : 8631I
Allocate Software PLC
31 July 2012
31 July 2012
Allocate Software plc
("Allocate" or the "Company")
Record Final Results for the Year Ended 31 May 2012
Allocate Software plc (AIM: ALL), the leading provider of workforce and compliance optimisation solutions, announces its final audited results for the year ended 31 May 2012.
Financial Highlights
-- Revenue increased by 22% to GBP36.6m (2011: GBP30.1m)
-- Recurring revenue increased by 36% to GBP15.6m or 42% of total revenue (2011: GBP11.5m or 38% of total revenue)
-- Organic revenue growth was 10% in 2012
-- Healthcare revenue was GBP26.2m (2011: GBP23.1m)
-- Investment in R&D increased by GBP2.2m to GBP6.8m
-- EBITDA* increased by 10% to GBP6.4m (2011: GBP5.8m)
-- Diluted adjusted EPS** increased by 16% to 7.4p (2011: 6.4p)
-- Operating cash flows were GBP5.4m (2011: GBP5.9m). Net cash balance at the year-end was GBP4.3m (2011: GBP10.3m), primarily as a result of acquisitions made during the year
-- Directors are proposing a dividend of 1.2p per share in respect of the full financial year
* EBITDA refers to earnings before interest, tax, depreciation, impairment, amortisation and share based payments and acquisition costs.
** Diluted adjusted EPS excludes amortisation of intangible assets, impairment, acquisition costs and share-based payments, adjusted for taxation.
Business Highlights
-- Total Healthcare customers worldwide now number 365, including 262 NHS Trusts and 95 customers overseas.
-- HealthRoster gained 20 new NHS Trust customers in 2012, making 141 Trusts (after taking account of NHS Trust mergers) withHealthRoster in total at the year-end which represents 47% of 301 Acute, Mental Health and Primary Care Trusts in the United Kingdom.
-- The Zircadian business acquired in August has made very good progress, with a significant number of cross sell contracts secured within the Allocate customer base and also the integration of the Zircadian applications with the Allocate HealthRoster application.
-- Time Care in Sweden had another good year meeting management's expectations and growing its customer base by 22 new customers, versus 16 in 2011.
-- In Australia, a major development has been the integration of RosterOn, acquired in July 2011. The principal component of the RosterOn product, the awards management engine, has now been integrated with HealthRoster.
-- The Defence business secured a multi-million pound contract for the Australian Defence Forces.
-- As separately announced today, the Company acquired RealTime Health Limited, a UK supplier of patient flow management software to the NHS for initial consideration of GBP1.2m.
Ian Bowles, Chief Executive Officer of Allocate, commented:
"2012 was our sixth consecutive year of record revenue and adjusted profits. This continuous improvement demonstrates a balance across markets and geographical territories, which supports our plans for significant growth in future years. I am delighted with this year's performance and look forward to further success in the coming financial year."
Enquiries:
Allocate Software Ian Bowles - Chief Executive Officer Tel: +44 (0) 20 7355 Chris Gale - Chief Financial Officer 5555 Numis Securities Nominated adviser - Michael Meade / Tel: +44 (0) 20 7260 Simon Willis / Richard Thomas 1000 Corporate Broking - James Black Gable Communications Tel: +44 (0) 20 7193 Justine James 7463 John Bick Tel: +44 (0) 7525 324431 allocate@gablecommunications.com
CHAIRMAN'S STATEMENT
The 2012 financial year was a strong year for Allocate. We made two further acquisitions, begun the rollout of a major product upgrade cycle that will open new markets for us and we exceeded City expectations.
The Company was successful in all of its major markets in 2012. The UK Healthcare business prospered driven by strong execution and the continuing productivity demands resulting from the NHS re-structuring process. The business in Australia continued to progress with the acquisition of RosterOn. Time Care in Sweden again had a good year and the Defence team had their best ever year also securing their largest ever licencing contract in Australia.
The Company achieved substantial revenue and profit growth for the sixth year in succession. Our Company's balance sheet continues to be secure with another year of high profit to cash conversion. The financing of our acquisitions to date remains comfortably within our balance sheet's funding capacity.
Since the end of the financial year, we have continued our strategy of complementing our strong organic growth with carefully selected acquisitions. On 30 July 2012, we acquired RealTime Health Limited, a UK supplier of patient flow management software to the NHS. This is a vitally important application area and we expect the integration of RealTime Health with our existing product portfolio to provide significant operating and cost savings benefits for our customers. It will open up major new growth opportunities for our next strategic period.
I would like once more to thank our customers for their business and their partnership with Allocate and our Alliance partners for their continuing support. Finally, I would like to recognise and thank all of the Company's growing number of employees in all parts of the world, for another year of hard work and commitment in support of the Company's success.
As an indication of our confidence in the business, the directors are pleased to propose a dividend in respect of the full financial year of 1.2 pence per share, payable on 28 November 2012 to shareholders on the register on 2 November 2012.
I would like to thank Mark Loveland, who is stepping down from the board, for his seven years of exceptional service to our board and the Company. We wish him well for the future, and a speedy return to full health.
We remain confident of our prospects for the 2013 financial year, and of the fundamental strength of the business.
Terry Osborne
CHAIRMAN
30 July 2012
CHIEF EXECUTIVE OFFICER'S STATEMENT
Overview
The 2012 financial year was another successful period for Allocate and we remain very positive about the future of the business. This year we completed two further acquisitions, we started the rollout of HealthRoster V10, we launched HealthRoster in the Cloud and we made progress in all of our territories and vertical market sectors.
Allocate has grown revenue and EBITDA by a CAGR of 35% and 41% respectively over the past five years. For a number of years, our growth was led predominantly by revenues earned from new NHS contracts, but over recent years we have driven a change in our business model and growth in recurring revenues is now a key driver.
As recently as 2009 for example, new licence revenue from NHS HealthRoster agreements represented approximately 43% of total revenue of GBP15.8m with recurring revenues being 21% of total revenue. In 2012 however, the new licence revenue from NHS customers is no more than 10% of total revenue of GBP36.6m, but with recurring revenues now representing 42% of total revenue.
This increase in recurring revenues, which is driven by cross sell from new products, both organically developed as well as acquired, has significantly improved the predictability of our revenue streams and the visibility of our profits and cash flows.
Business drivers and sources of growth
Overall, our value proposition to customers remains consistent. We offer customers superior applications and services that bring clear returns on investment (ROI) from operational efficiencies and reduced costs. In challenging economic times, demand for applications such as ours is stronger than at any other time in an economic cycle. Allocate solutions offer exactly what customers and prospective customers in our target markets need.
1. Customer Satisfaction:
Is the number one priority for Allocate. We have invested considerably in people and infrastructure to support customer satisfaction over the past two years. We run regular surveys of CSAT, the results of which tell us that we are continuing to improve our service levels and that we have satisfied customers. Our renewal rates for support remain at or close to 100%.
2. New Customers:
We will continue to seek and secure agreements with new customers in all sectors and all geographical territories believing there are significant opportunities for continued growth. In the UK, our success rate remains high, winning circa 80% of all bids that we enter. In the UK almost one third of all NHS Trusts has yet to purchase an e-rostering system. Based on our prior performance and growing reputation, we are confident of securing a large number of these Trusts as new customers.
3. New Products:
We continue to invest heavily in research and development (R&D) and have announced a raft of new application modules and services which broaden our applications portfolio in Healthcare beyond e-rostering. The new applications include Clinical Activity Management (CAM), HealthRoster in the Cloud and a National Benchmarking capability. We have also released the next generation of HealthRoster V10. This version of HealthRoster is of great importance to Allocate because it brings many new and important areas of functionality and enhanced performance that will open up new markets and opportunities, both in the UK and also overseas. Our business in Europe has already developed well through Time Care and now the launch of V10 will enable us to accelerate our entry into new territories. The Zircadian products, e-job plan and the Consultants portal are being integrated with the Allocate Medics application and we are now taking this unique solution to market.
4. Business model:
Allocate continues to drive change in its business model towards one based upon recurring revenues. All new products developed or acquired will be offered on licencing models that are flexible and recurring to support the model. In addition, the NHS HealthRoster term licence renewal cycle has now begun. We have so far renewed 100% of the HealthRoster licences that have come up for renewal. We are confident that we will continue to secure a very high proportion of the future renewals.
5. Acquisitions:
Acquisitions remain part of the growth strategy. We will continue to seek appropriately priced assets that will bring growth to the solution set that we offer to our customers. We now have a very significant customer base and cross sell opportunities are an important element of our growth. By way of example, we have now cross sold either an Allocate or a Zircadian product between 27 of the customers in the ten months since Zircadian were acquired. RealTime Health, our most recent acquisition, once integrated into our applications portfolio, has the potential to drive revenues of a similar scale to e-rostering, with significant ROI for customers.
Healthcare - UK
2012 was a year of continued success in the Healthcare market led by further growth within the UK NHS, with the acquisition of Zircadian continuing the expansion of our Healthcare product portfolio into the medical staffing arena. The release of HealthRoster V10, our completely web based rostering product which enables Cloud based delivery and multi-lingual support, will enable us to target further growth opportunities.
We continued to grow our core NHS rostering market where the Company's success rate in competitive tenders of rostering solutions was very significant. The strong position we now hold within the NHS means that we provide at least one software product to over 85% of NHS Trusts. Ensuring that we continue to deliver proven benefits to our Healthcare customer base creates a significant on-going opportunity to deliver further products and secure additional revenue within the Healthcare market. At our most recent User Group there were over 275 attendees from 100 NHS Trusts, as well as the independent sector, discussing the benefits they have achieved and sharing best practice.
The acquisition of Zircadian is a significant event in the development of our Healthcare solutions. Firstly, we now have medical staff as part of the team; this greatly expands our product portfolio and experience in the management of the medical workforce. Secondly, it broadens our solutions into the area of clinical and medical activity planning. The integration of medical workforce planning managed within the Zircadian product set and operational rostering within HealthRoster offers enormous opportunities and benefits for our customers. This natural alignment of solutions has already led to additional sales within the customer base which would not have been realised otherwise. The significant benefit to customers, that being of increased ROI due to integration of the solutions, will also help drive further cross sell opportunities in the future.
Allocate also published the first in a series of thought leadership pieces aimed at NHS executive and specialist teams. The first paper titled "Junior Doctor Rota Review" has helped position Allocate as a thought leader and specialists in medical workforce management. It demonstrates that we are working with a number of Trusts to identify large scale savings by helping the reconfiguration of the medical workforce.
This year the integration of HealthRoster, Zircadian planning products and HealthAssure has created a Healthcare suite of products that moves Allocate into all areas of a Trust's operations spanning activity planning, workforce management, financial control and clinical governance/patient outcomes. This aligns the Company to the current focus within Healthcare to deliver higher quality care within an increasingly constrained financial regime.
Allocate also initiated an Executive Advisory Council that will meet three to four times a year to collaborate with and advise Allocate on market changes and healthcare challenges. The Advisory Council is made up of a broad range of executives from the NHS and will provide a forum to test ideas and explore value and innovation of future strategy and market engagement. The forum will keep Allocate aligned to the issues affecting executives and their organisations. The forum will also be publishing white papers based on agreed topic areas affecting the healthcare market place.
The successful release of our flagship rostering product HealthRoster V10 within a completely re-architected framework was also achieved. V10 is simpler, faster and more accessible than all of its predecessors. HealthRoster V10 is web based, offering the ability to deliver via the Cloud, reducing the time to deploy and allowing ease of purchase for our customers. In addition, the ability of V10 to support multiple languages will accelerate our sales into non-English speaking countries.
Healthcare - Overseas
Overseas, we achieved significant success in a number of areas:
RosterOn, our acquisition in Australia has had a challenging year post acquisition. However, we have already integrated their awards engine technology with the Allocate HealthRoster product and this integrated solution is already being favourably received by the market.
Time Care had another successful year. The political situation in Sweden is changing and many Swedish municipalities now have to offer their employees the right to full time employment. This we believe will lead to an on-going demand for our consultancy services in that field. The localisation of HealthRoster V10 is most important and it will be given high priority. The response has been very positive from the clients who have been introduced to the software. We have great expectations from the Swedish private sector and there is a strong trend among customers and prospects to improve their workforce management.
Time Care has also signed an important agreement with Aditro, the leading Scandinavian based provider of solutions for human resources management. This partnership will provide us with the opportunity to access their customer base containing some 12,000 customers in Sweden, Norway, Finland and Denmark, in both public and private sectors. The partnership with Aditro includes not only sales and marketing elements but also development of an interface between their products and ours.
The Company's achievement in securing the country wide HealthRoster contract in Brunei further reinforces our presence in overseas markets. The securing of this contract has led to several partner opportunities arising which alongside V10 position the Company to expand into other territories.
Allocate currently work with over 350 healthcare organisations in 11 countries. Our strong presence within the Healthcare market offers the opportunity to build upon our significant position, expanding our revenue via new customers and cross sales of new solutions to deliver continued growth. Our strategy is to position Allocate as a solution provider to healthcare organisations that is integral to their operations from activity planning, operational management through to the measurement of patient outcomes.
Defence
The Defence sector had a record year, delivering revenues of GBP7.6m (2011: GBP4.1m).
The principal accomplishments include:
-- Securing a multi-million pound licence contract with the Australian Defence Forces extending the use of Defence Suite across Army, Navy and civilians under military control;
-- Substantial additional services contract extension wins with the Royal Australian Navy, as part of their New Generation Navy programme;
-- Two new services contract wins in NATO within their Force Operations Group and Special Forces HQ; and
-- The extension of the UK Army contract to 2014.
Research & Development
Our continued investment in R&D has resulted in the release of HealthRoster V10, our Cloud Offering as well as enhanced versions of HealthAssure and the integration of core applications with the acquired applications from both Zircadian and RosterOn.
Over the next period we will see further integration of applications and the delivery of new modules such as Clinical Activity Management and further enhancements to our Cloud based applications portfolio.
All of our software and services offerings are designed and developed in close cooperation with our customers to ensure they meet current and future needs.
Organisation
The continued success of Allocate depends on our people; their ideas, commitment and energy drive our continuing success.
We have now grown to over 300 employees from 103 four years ago. We also have over 20% of our employees located overseas in Sweden, Australia, America and Malaysia.
We are embarking upon a number of programmes to help our employees grow with Allocate, to maintain their focus and to support the realisation of the Company's objectives through their individual achievements.
We run an annual employee survey, which this year showed very positive employee satisfaction ratings. We are increasing our investment in employee training, both functional and management, we are improving our benefits packages with the help of a newly appointed supplier. We are increasing the number of promotion/rotational opportunities available to employees, both in the UK and overseas.
Financial report
Revenue in the financial year was GBP36.6m (2011: GBP30.1m), an increase over the prior year of 22%. EBITDA was GBP6.4m (2011: GBP5.8m), an increase over the prior year of 10%. The resulting trading profit margin was 17.5% (2011: 19.3%), a slight contraction over the previous year due to increased levels of investment in the business, particularly R&D. Diluted adjusted EPS (excluding amortisation of intangibles, impairment, share-based payments, acquisition costs and the deferred tax adjustment) increased by 16% to 7.4p (2011: 6.4p).
Recurring revenues grew by 36% to GBP15.6m or 42% of total revenue (2011: GBP11.5m or 38% of total revenue).
Organic revenue (excluding the acquisitions of RosterOn and Zircadian which were both acquired part way through 2012) grew by 10% to GBP33.0m (2011: GBP30.1m) during the year.
Licence and subscription revenue grew by 16% to GBP15.4m (2011: GBP13.3m).
By sector, Healthcare revenue in the period increased by 13% to GBP26.2m (2011: GBP23.1m), reflecting the impact of acquisitions as well as the growth of recurring revenues. Defence revenues rose by 85% to GBP7.6m (2011: GBP4.1m), principally due to the large order from the Australian Defence Force secured in the second half of 2012. Maritime and all other revenue remained flat at GBP2.9m (2011: GBP2.9m).
EBITDA margins were 17.5% (2011: 19.3%) as a result of an increase in investments made during the year. The principal area for increase in investment has been in R&D, which in 2012 was GBP6.8m or 19% of revenue (2011: GBP4.6m or 15% of revenue). The main areas for the increase in spending were into V10 HealthRoster and also spend supporting the move towards more Cloud based solutions, both organic and acquired. Spend in R&D is expected to increase in the future, although not at the level seen recently.
As previously stated, the performance of the Dynamic Change business has continued to be below management's expectations in this period. This is due to the negative impact of the restructuring of PCTs, proposed and begun by the government in the summer of 2011. A significant proportion of Dynamic Change's customers were commissioning PCTs, some 37%, many of whom cannot renew their subscriptions because they no longer exist as organisations and their replacements have yet to be established. However, over the last 12 months, the Company has seen some improvement in the number of new customers being contracted, but not sufficient to offset those not renewing. As a result, management have revised downwards their forecasts for both revenue and profits from Dynamic Change and, in accordance with the provisions of IAS36, they have impaired the assets of the business. As reported in the interim financial report, this has resulted in a write down of intangible assets and goodwill through an impairment charge of GBP3.9m to the Income Statement.
As previously stated, we propose to pay a dividend in respect of the full financial year of 1.2 pence per share, payable on 28 November 2012 to shareholders on the register on 2 November 2012.
Cash generated from operations was GBP5.4m in 2012, (2011: GBP5.9m). This is a conversion rate of 84% of EBITDA, a strong performance although slightly lower than in 2011, but only as a result of the late payment of a material sum from a single customer that arrived during the first week following the year end.
Net cash on the Balance Sheet was GBP4.3m, consisting of gross cash of GBP8.3m and debt of GBP4.0m. Net cash, gross cash and debt at the end of 2011 were, respectively, GBP8.4m, GBP10.4m and GBP2.0m.
Outlook
The outlook for Allocate Software is positive and I am confident our growth will continue.
By working in close cooperation with our customers we will continue to anticipate demand for new solutions that will support their objectives and deliver superior ROI. Our solutions are perfectly suited to the economic challenges currently faced by our customers. Our products have shown on numerous occasions that they bring significant cost reductions and improvements in workforce efficiency.
The breadth and depth of our applications portfolio which now includes a Cloud offering for all of the core applications in healthcare, as well as our ability to localise HealthRoster into any language will create new and exciting opportunities, for the Company and our customers.
RealTime Health, our most recent acquisition, will enable our Healthcare customers to drive further efficiencies as we combine Clinical Activity Management, Staff Deployment and patient flow capabilities into an integrated, holistic solution.
Our track record of the past six years vindicates our belief that we are uniquely equipped to help our current and prospective customers achieve their objectives. We offer proven products that deliver significant improvements in efficiency and demonstrable ROI.
Allocate is now a substantial enterprise with an enviable track record of customer acquisition, market development and new product realisation.
I would like to add my own thanks to our team, partners and especially our customers for their on-going support.
Ian Bowles
CHIEF EXECUTIVE OFFICER
30 July 2012
ALLOCATE SOFTWARE PLC
CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 MAY 2012
2012 2011 GBP'000 GBP'000 Licence revenue 10,413 10,177 Subscription revenue 4,993 3,169 ----------- -------- 15,406 13,346 Support revenue 10,121 8,067 Service revenue 10,620 8,387 Other revenue 502 313 ----------- -------- Total revenue 36,649 30,113 Costs of goods sold (11,069) (9,180) Research and development (6,789) (4,558) Sales, general and administration (12,394) (10,537) ----------- -------- Total costs before interest, tax, depreciation, amortisation, share based payments and acquisition costs (30,252) (24,275) EBITDA before share based payments and acquisition costs 6,397 5,838 -------------------------------------------------------- ----------- -------- Acquisition costs (1,754) (64) Share based payments (477) (150) Depreciation (395) (331) Amortisation (4,538) (4,427) Impairment (3,935) - ----------- -------- Total costs (41,351) (29,247) Operating (loss)/profit (4,702) 866 Finance income 108 49 Foreign exchange gains/(losses) 231 (140) Finance charges (123) (28) ----------- -------- Net finance income/(expense) 216 (119) (Loss)/profit for the year before taxation (4,486) 747 Tax on (loss)/profit for the year 1,089 50 ----------- -------- (Loss)/profit for the year (3,397) 797 =========== ======== (Loss)/earnings per share Basic (pence per share) (5.35p) 1.28p Diluted (pence per share) (5.35p) 1.24p ----------- --------
ALLOCATE SOFTWARE PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MAY 2012
2012 2011 GBP'000 GBP'000 (Loss)/profit per the income statement (3,397) 797 Exchange differences on translation of foreign operations (951) 1,165 Total comprehensive (loss) / income attributable to the owners of the company (4,348) 1,962 ======= ========
ALLOCATE SOFTWARE PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MAY 2012
2012 2011 GBP'000 GBP'000 Non-current assets Property, plant and equipment 908 763 Goodwill 6,939 2,935 Intangible assets 9,661 12,960 Other financial assets 60 66 Deferred tax asset 561 1,030 ------- ------- Total non-current assets 18,129 17,754 Current assets Corporation tax receivable 120 52 Trade and other receivables 14,838 10,632 Cash and cash equivalents 8,338 10,398 ------- ------- Total current assets 23,296 21,082 ------- ------- Total assets 41,425 38,836 ======= ======= Equity and liabilities Equity Share capital 3,192 3,154 Share premium account 7,908 7,752 Share-based payment reserve 1,035 694 Foreign exchange reserve 367 1,318 Retained earnings 3,258 6,655 ------- ------- Total equity 15,760 19,573 Non-current liabilities Borrowings 4,000 - Deferred tax liability 2,129 3,012 ------- ------- Total non-current liabilities 6,129 3,012 Current liabilities Trade and other payables 18,895 14,062 Borrowings - 2,000 Corporation tax 641 189 ------- ------- Total current liabilities 19,536 16,251 ------- ------- Total liabilities 25,665 19,263 ------- ------- Total equity and liabilities 41,425 38,836 ======= =======
ALLOCATE SOFTWARE PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the year ended 31 May 2012
Share Share Share-based Foreign Retained Total capital premium payment exchange earnings equity reserve reserve GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 At 1 June 2010 3,060 7,380 408 153 5,858 16,859 Equity settled share options 94 372 150 - - 616 Deferred tax on share options - - 136 - - 136 Total transactions with owners 94 372 286 - - 752 Profit for the year - - - - 797 797 Other comprehensive income - - - 1,165 - 1,165 --------- --------- ------------ ---------- ---------- -------- Total comprehensive income - - - 1,165 797 1,962 At 31 May 2011 3,154 7,752 694 1,318 6,655 19,573 Equity settled share options 38 156 477 - - 671 Deferred tax on share options - - (136) - - (136) Total transactions with owners 38 156 341 - - 535 Loss for the year - - - - (3,397) (3,397) Other comprehensive (loss)/income - - - (951) - (951) --------- --------- ------------ ---------- ---------- -------- Total comprehensive (loss)/income - - - (951) (3,397) (4,348) At 31 May 2012 3,192 7,908 1,035 367 3,258 15,760 ========= ========= ============ ========== ========== ========
ALLOCATE SOFTWARE PLC
CONSOLIDATED CASH FLOW STATEMENT for the year ended 31 May 2012
2012 2011 GBP'000 GBP'000 Cash flow from operating activities (Loss)/profit for the year (3,397) 797 Adjustments for: Net finance charge/(income) 15 (21) Foreign exchange (231) 140 Income tax (1,089) (50) Loss/(profit) on disposal of intangible assets 12 (11) Depreciation 395 331 Acquisition and related costs 1,754 64 Amortisation 4,538 4,427 Impairment of intangibles and goodwill 3,935 - Share-based payment 477 150 Increase in trade and other receivables (2,628) (1,625) Increase in trade and other payables 1,604 1,713 ------- ------- Net cash generated from operations before acquisition and related costs 5,385 5,915 Acquisition and related costs (1,544) (64) ------- ------- Net cash generated from operations after acquisition and related costs 3,841 5,851 Interest expense (123) (28) Income tax (301) (14) ------- ------- Net cash generated by operating activities 3,417 5,809 ------- ------- Cash flows from investing activities Interest received 108 49 Deferred consideration on prior acquisitions - (250) Investment to acquire subsidiaries (8,664) - Cash acquired with subsidiaries 1,843 - Proceeds from disposal of intangible assets 50 181 Payments to acquire intangible assets (268) (368) Payments for property, plant and equipment (485) (324) ------- ------- Net cash used in investing activities (7,416) (712) ------- ------- Cash flows from financing activities Repayment of borrowings - (172) Proceeds from loan 2,000 - Proceeds from the issue of equity shares 194 466 Net cash generated by financing activities 2,194 294 ------- ------- Net (decrease)/increase in cash and cash equivalents (1,805) 5,391 Foreign exchange differences (255) (35) Cash and cash equivalents at the start of the year 10,398 5,042 ------- ------- Cash and cash equivalents at the end of the year 8,338 10,398 ======= =======
ALLOCATE SOFTWARE PLC
NOTES TO THE FINANCIAL INFORMATION
1. Publication of Non-Statutory Accounts
The financial information, which comprises the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity, consolidated cash flow statement and related notes, does not constitute full accounts within the meaning of s435 of the Companies Act 2006.
The auditors have reported on the Group's statutory accounts for the year ended 31 May 2012 under s495 of the Companies Act 2006. The auditor's report does not contain statements under s498(2) or s498(3) of the Companies Act 2006 and is unqualified. The statutory accounts for the year ended 31 May 2012 will be filed with the Registrar of Companies, sent to shareholders and published on the Company's website at www.allocatesoftware.com in due course.
2. Basis of Preparation
The Group's accounting policies are consistent with those applied in the year to 31 May 2011, amended to reflect any new standards. The adoption of new standards in the year has not resulted in a significant impact to the Group's accounting policies.
3. Segmental Reporting
Management has determined the operating segments based on the revenue streams within the reports reviewed by the strategic decision maker comprising the board of Directors. These segments are consistent with how the business is structured, managed and its resources are deployed by the board.
Licence and subscription revenue represents revenue from the sale of non-cancellable software licence agreements and subscriptions associated with that software. Support and service revenue represents revenue from the provision of installation, consulting, training and product support.
Hosting / Services Other 2012 Licence Subscriptions Support Total GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Revenue 10,413 4,993 10,121 10,620 502 36,649 Costs of goods sold (827) (910) (2,049) (6,915) (368) (11,069) ------- -------------- -------- --------- ---------- -------- Sub-total 9,586 4,083 8,072 3,705 134 25,580 Research and development costs (6,789) Sales, general and administration (*) (23,493) -------- Operating loss (4,702) Finance income 108 Foreign exchange gains 231 Finance charges (123) -------- Loss before tax (4,486) ======== Hosting / Services Other 2011 Licence Subscriptions Support Total GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Revenue 10,177 3,169 8,067 8,387 313 30,113 Costs of goods sold (480) (476) (1,644) (6,246) (334) (9,180) ------- -------------- -------- --------- ---------- -------- Sub-total 9,697 2,693 6,423 2,141 (21) 20,933 Research and development costs (4,558) Sales, general and administration (*) (15,509) -------- Operating profit 866 Finance income 49 Foreign exchange losses (140) Finance charges (28) -------- Profit before tax 747 ========
(*) includes acquisition costs, amortisation, impairment of intangible assets and share-based payment charges.
Under IFRS 8 there is a requirement to show operating profit and total assets for the operating segments, however, attributable expenses and total assets cannot be allocated on a reasonable basis and, as a result, the analysis is limited to the group revenue less costs of goods sold which is then reconciled to the profit before tax.
There are no material intersegment revenues.
Revenues from external customers in the Group's domicile, the United Kingdom, as well as its major markets, the European Union and the USA, have been identified on the basis of the customer's geographical location. Non-current assets are allocated based on their physical location.
Revenue arises from customers in the following locations:
2012 2011 GBP'000 GBP'000 UK 17,978 15,064 Europe 7,829 7,345 USA 1,149 1,174 Australia 9,284 6,187 Rest of World 409 343 ------- ------- 36,649 30,113 ======= =======
In addition to the requirements of IFRS 8, the directors present a schedule of revenue analysed by vertical business sector:
2011 2011 GBP'000 GBP'000 Healthcare 26,162 23,101 Defence 7,615 4,112 Maritime 2,111 1,681 Other 761 1,219 ------- -------- 36,649 30,113 ======= ========
There was 1 customer (2011: 1) who contributed in excess of 10% of total revenues. Their aggregate contribution to revenue amounted to 15% (2011:14%) of revenue.
The internal reporting of the Group's performance does not require that statement of financial position information is gathered on the basis of the business streams 'Licences', 'Subscriptions', 'Services' and 'Other' reported above. This information is therefore not accessible and, as a result, the segmental analysis does not include statement of financial position details. However, the group operates within discrete geographical markets and the non-current assets of the group are split between these locations:
Non-current assets by location UK Europe USA Australia R o W Total 2012 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Intangible assets 5,633 3,209 - 819 - 9,661 Goodwill 3,946 2,168 - 825 - 6,939 Financial assets - 60 - - - 60 Property, plant and equipment 778 83 10 35 2 908 Deferred tax assets 561 - - - - 561 Total non-current assets 10,918 5,520 10 1,679 2 18,129 ======= ======= ======= ========== ======= ======= Non-current assets by location UK Europe USA Australia R o W Total 2011 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Intangible assets 6,919 6,041 - - - 12,960 Goodwill 540 2,395 - - - 2,935 Financial assets - 66 - - - 66 Property, plant and equipment 639 112 4 4 4 763 Deferred tax assets 1,030 - - - - 1,030 Total non-current assets 9,128 8,614 4 4 4 17,754 ======= ======= ======= ========== ======= ======= 4. Income Tax (Credit) / Expense 2012 2011 GBP'000 GBP'000 Current tax: Corporation tax on (loss)/profit for the year - - Prior period adjustments (184) (132) Overseas tax 813 487 -------- -------- Total current tax 629 355 ======== ======== Deferred tax: Origination and reversal of temporary differences : Current period (1,716) (340) Prior period adjustments 97 124 Rate change adjustment (99) (189) -------- -------- Total deferred tax (1,718) (405) -------- -------- Tax on (loss)/profit for the year (1,089) (50) ======== ========
The rate change adjustment in the year arises due to a reduction in the UK rate of corporation tax from 26% to 24%.
Amounts recognised directly in equity
Aggregate current and deferred tax arising in the reporting period and not recognised in net profit or loss or other comprehensive income but directly debited or credited to equity:
2012 2010 GBP'000 GBP'000 Net deferred tax - (credited)/charged to equity (136) 136 -------- -------- (136) 136 ======== ========
The tax assessed for the year differs from the standard rate of corporation tax as applied in the respective trading domains where the group operates. The differences are explained below:
2012 2011 GBP'000 GBP'000 (Loss)/profit for the year before tax (4,486) 747 --------- -------- (Loss)/profit for year multiplied by the respective standard rate of corporation tax applicable in each domain 25.67% (2011: 27.66%). (1,152) 207 Effects of: Tax rate change adjustment (99) (280) Adjustment to tax in respect of prior periods (87) (9) Difference in overseas tax rates 11 (25) Movement on deferred tax not recognised (36) 65 Research and development enhanced relief (511) (242) Share based payments - (212) Other timing differences (20) 388 Uncertain tax positions 189 - Expenses not deductible for tax purposes 429 - * Acquisition costs 139 - * Impairment of goodwill * Other 48 58 Tax on (loss)/profit for the year (1,089) (50) ========= ======== 5. Earnings per share 31 May 31 May 2012 2011 GBP'000 GBP'000 (Loss)/profit for the year attributable to shareholders (3,397) 797 ========== ========== (Loss)/earnings per share Basic (pence per share) (5.35p) 1.28p Diluted (pence per share) (5.35p) 1.24p Number Number Weighted average number of shares of shares of shares Shares in issue at opening 63,074,353 61,195,314 Shares issued during the year 766,900 1,879,039 ---------- ---------- Shares in issue at closing 63,841,253 63,074,353 ========== ========== Weighted average shares for basic earnings per share 63,409,261 62,364,597 Effect of dilutive potential ordinary shares 1,671,842 2,088,799 ---------- ---------- Weighted average shares for diluted earnings per share 65,081,103 64,453,396 ========== ==========
Adjusted earnings per ordinary share
An adjusted earnings per share has been calculated in addition to the post tax earnings per share which eliminates the effects of share-based payment, impairment and amortisation of intangibles, acquisition costs and the deferred tax adjustment. It has been calculated to allow shareholders to gain a clearer understanding of the trading performance of the group. The basis of the calculation of the basic and adjusted profit per share is set out below:
2012 2011 GBP'000 GBP'000 (Loss)/profit for the year attributable to shareholders (3,397) 797 Amortisation of intangibles 4,538 4,427 Impairment charge 3,935 - Share-based payments 477 150 Acquisition costs 1,754 64 Tax on amortisation, share-based payment and acquisition costs (2,480) (1,283) -------- -------- Adjusted profit for the year attributable to shareholders 4,827 4,155 ======== ======== Basic adjusted earnings per share 7.60p 6.66p Diluted adjusted earnings per share 7.42p 6.44p 6. Business Combinations
Acquisitions have been accounted for by the purchase method of accounting. The goodwill arising on these acquisitions is subject to annual impairment review. The following tables set out the book values of the identifiable assets and liabilities acquired during the year ended 31 May 2012 and their fair values:
RosterOn Pty Ltd
On 4 July 2011 the Group acquired 100% of the share capital of RosterOn Pty Ltd, an Australian based provider of workforce management software with a focus on the Australian healthcare market. The consideration for the acquisition was GBP2,209,000 (A$3,358,000) which was paid in cash during the year including a payment for the net asset value of the company of GBP496,000 (A$758,000). The net assets acquired included cash of GBP586,000 (A$890,000).
The net assets acquired and the resultant fair value adjustments are shown below:
Book value Provisional Fair value fair value adjustment GBP'000 GBP'000 GBP'000 Cash 586 - 586 Intangibles - 1,054 1,054 Property, plant and equipment 21 - 21 Receivables 588 - 588 Trade payables and other payables (607) - (607) Deferred tax liability (32) (264) (296) Net assets 556 790 1,346 Goodwill arising on acquisition - 863 863 ------------- Total purchase consideration 2,209 ============= Purchase consideration: Cash 2,209 ============= Analysis of cash flows on acquisition: Purchase consideration 2,209 Net cash acquired with the subsidiary (included in cash flows from investing activities) (586) ------------- Net cash flow on acquisition 1,623 ============= Transaction costs of the acquisition (included in cash flows from operating activities) 292
In addition to the GBP2,209,000 purchase consideration, a further GBP264,000 (A$400,000) is payable 18 months after the acquisition contingent on key staff retentions. For accounting purposes, IFRS 3 'Business Combinations' requires this to be treated as remuneration and not consideration. Consequently this does not form part of the cost of acquisition and instead will be expensed to the Income Statement on a straight line basis over the 18 month period between the date of acquisition and the payment date. This charge is included within the 'Acquisition & related costs' line of the Income Statement.
The goodwill of GBP863,000 comprises certain intangible assets that cannot be individually separated and reliably measured from the acquiree due to their nature. These items include the expected value of synergies and an assembled workforce. Goodwill is allocated entirely to the RosterOn cash generating unit. None of the goodwill is expected to be deductible for income tax purposes.
In the period since acquisition, RosterOn Pty Ltd contributed revenues of GBP1,291,000 and a profit after tax of GBP46,000 to the group for the period from 5 July 2011 to 31 May 2012. If the acquisition had occurred on 1 June 2011, the Group's annualised consolidated revenue and loss after tax for the year ended 30 June 2012 would have been GBP36,766,000 and GBP3,440,000 respectively. This includes not only an estimate of the full year contribution of RosterOn but also the impact of a full year of amortisation charge (after tax) of the intangible assets which arose on the acquisition.
Zircadian Holdings Limited
On 12 August 2011 the group acquired 100% of the share capital of Zircadian Holdings Limited, a UK based Software-as-a-Service ("SaaS") provider of software used to plan rotas of junior doctors and consultants in the NHS. The consideration for the acquisition was GBP6,455,000, all payable in cash. GBP6,455,000 was paid during the year, including a deferred consideration payment of up GBP1,000,000 paid in April 2012 which had been contingent on financial targets being met. This acquisition was funded in part through a renewal of the Group's revolving facility for a further two years and an increase in this by GBP2,000,000 to GBP4,000,000. The net assets acquired included cash of GBP1,257,000.
The net assets acquired and the resultant fair value adjustments are shown below:
Book value Provisional Fair value fair value adjustment GBP'000 GBP'000 GBP'000 Cash 1,257 - 1,257 Intangibles - acquired 27 - 27 Intangibles - identified at acquisition - 3,941 3,941 Property, plant and equipment 39 - 39 Receivables 620 - 620 Trade payables and other payables (368) - (368) Deferred income (2,013) - (2,013) Deferred tax liability (9) (985) (994) Net (liabilities)/assets (447) 2,956 2,509 Goodwill arising on acquisition - 3,946 3,946 ------------- Total purchase consideration 6,455 ============= Purchase consideration: Cash paid on completion 5,455 Contingent consideration 1,000 ------------- Total consideration 6,455 Payments treated as remuneration 500 Acquisition costs 725 ------------- Total cost of investment 7,680 ============= Analysis of cash flows on acquisition: Purchase consideration 6,455 Net cash acquired with the subsidiary (included in cash flows from investing activities) (1,257) ------------- Net cash flow on acquisition 5,198 ============= Transaction costs of the acquisition (included in cash flows from operating activities) 1,225
In addition to the purchase consideration of GBP6,455,000, a further GBP500,000 payment was made during the year in respect of key staff retentions for a period of six months post acquisition. As for the RosterOn acquisition, IFRS 3 requires this amount to be treated as remuneration and not consideration. Consequently this does not form part of the cost of acquisition and was instead expensed to the Income Statement over the six month period between the date of acquisition and the payment date. This charge is included within the 'Acquisition & related costs' line of the Income Statement.
The goodwill of GBP3,946,000 comprises certain intangible assets that cannot be individually separated and reliably measured from the acquiree due to their nature. These items include the expected value of synergies and an assembled workforce. Goodwill is allocated entirely to the Zircadian cash generating unit. None of the goodwill is expected to be deductible for income tax purposes.
In the period since acquisition, Zircadian Holdings Limited contributed revenues of GBP2,330,000 and a profit after tax of GBP167,000 to the group for the period from 11 August 2011 to 31 May 2012. If the acquisition had occurred on 1 June 2011, the Group's annualised revenue and loss after tax would have been GBP37,262,000 and GBP3,478,000 respectively. This includes not only an estimate of the full year contribution of Zircadian but also the impact of a full year of amortisation charge (after tax) of the intangible assets which arose on acquisition.
7. Directors' Remuneration Group 2012 2011 GBP'000 GBP'000 Short term employee benefits 1,179 1,141 Post-employment benefits 58 28 Remuneration benefits 3 3 Share-based payments 193 111 1,433 1,283 ======== ======== 8. Events after the Statement of Financial Position Date
On 30 July 2012 the Group acquired 100% of the share capital of RealTime Health Limited, a UK supplier of patient flow management software to the NHS. The maximum total consideration, based on zero net assets, of up to GBP7,200,000 is structured as an initial payment of GBP1,200,000 and an earn-out of up to GBP6,000,000 in tranches. The initial consideration comprises a cash payment of GBP1,200,000 paid from existing cash resources. Deferred consideration of up to GBP6,000,000 in cash is contingent upon the meeting of conditions, including achieving a number of demanding billings targets, during the 24 months following acquisition. Included within acquisition costs in the Income Statement is GBP76,000 incurred prior to 31 May in relation to the acquisition of RealTime Health.
As at the date of approval of the financial statements, the initial accounting has not been completed for this business combination. Consequently it has not been possible to disclose the following information required by IFRS 'Business Combinations': a description of the goodwill arising; the fair values of assets and liabilities acquired; details of contingent liabilities (if any); total goodwill deductible for tax purposes; and transactions recognised separately from the acquisition of assets and assumption of liabilities in the business combination.
This information is provided by RNS
The company news service from the London Stock Exchange
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