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ILX ILX

8.375
0.00 (0.00%)
29 Nov 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
ILX LSE:ILX London Ordinary Share GB0033422824 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 8.375 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Progility PLC Final Results (7379Z)

22/09/2015 7:01am

UK Regulatory


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TIDMPGY

RNS Number : 7379Z

Progility PLC

22 September 2015

22 September 2015

Progility plc

("Progility" or "the Company" or "the Group")

Final Results

Progility plc (AIM: PGY) is the holding company of a systems integration and project management services group which has been created to provide a range of project management services including innovative and market leading technology solutions.

Chairman's Statement

I am pleased to present Progility's results for the twelve months to 30 June 2015. The results show a business making significant progress in its growth ambitions over the last twelve months through further acquisitions; of a unified communications business in India, strikingly similar in scope and magnitude to that which we already owned in Australia; of an operating theatre fit-out business in the UK and of a UK training and apprenticeship business. We have also made significant steps in improving our existing businesses.

Shortly after the start of our financial year, on 14 July 2014, we acquired Starkstrom Group Limited, a project services company in the healthcare sector, currently focused on providing, equipping and servicing operating theatres within hospitals. Two further acquisitions followed at the end of the calendar year, 2014. On 30 December 2014, the Group completed the acquisition of the Indian business of the Unify Group, the communications joint venture between Siemens AG and US private equity firm, Gores Group. On 5 January 2015, the Group then completed the acquisition of a training and development services business, Woodspeen Training Limited, providing apprenticeships and skills development with the help of public funding. In May 2015 we registered a new company in Dubai that will promote and sell the Starkstrom's Healthcare products into and beyond the region.

Our strategic objective is to stabilise and develop the Group's project management services, particularly in technology, training and consulting solutions, where the Board believes we can generate above average returns. Progility currently represents a platform upon which we are establishing a portfolio of project services businesses, with the ability to service our international client base and provide an integrated offering to address our clients' needs. Corporate activity of this sort continues and we are constantly looking for opportunities to acquire complementary businesses or businesses which provide an established presence in new industry verticals where the Group's skills and services can be profitably applied. In total, over the last twelve months, the aggregate value of these transactions amounted to over GBP11m.

Financial Performance

As we embark upon the next phase of our growth, and with the appointment of our new CFO and a change of auditors, we have taken the view that it is both necessary and prudent to review a number of our accounting practices. We have therefore, reviewed our application of our revenue recognition policy on the sale of on-line training materials, recognising on-line training over the period of the contract. We have also taken a more stringent view of the recoverability of deferred tax assets, resulting in the write-down of such an asset in our Australian business. These items are accounted for as prior year adjustments. These are explained as appropriate in the notes.

Overall our business generated a profit before tax of GBP0.51 million (2014: GBP0.43 million), after taking into account a bargain gain, arising from the acquisition of the Indian business, of GBP3.23 million, on turnover generated of some GBP60.06 million (2014: GBP39.54 million). The growth in turnover arose very largely from the three acquisitions executed during the year, the full year effects of which will of course be seen in the current year.

The board's objective remains to grow the group's business, reinvesting such funds as are generated to implement its stated strategy.

The board will not therefore be proposing the payment of a dividend.

Business operations

The business now comprises operations in Australasia, India, the United Kingdom and the Middle East. Australia has had a difficult year, driven largely by the very disappointing circumstances of the mining industry there and around the world, as the strong engine of Chinese growth has slowed. That factor in turn has further weakened the Australian dollar, thus exacerbating an already difficult situation. The general level of business confidence in Australia has affected our other communications business there as the readiness to commit to such investment has slowed lately. The training businesses in Australia and New Zealand continue nonetheless to trade profitably, generating interest and providing customers with globally recognised qualifications in project management. Our early experience in India has been encouraging, with the strong management team acquired with the business providing a degree of confidence that the inevitable challenges of trading in a competitive Indian market are under control. Cash generation there continues strongly and the compelling nature of our offering is proving a real asset. India and Australasia together combine to form our Southern segment.

The ILX training business in the UK, after some years of turnover decline, has recently secured the services of a highly competent Managing Director whose early impact on the business has been positive. We are confident that the upgrading of that business now underway will pay dividends in the near term. The UAE-based ILX training business continued to make progress. Woodspeen, which had been part of the group in the UK for six months at the period end, saw some growth and the recent appointment of an interim MD has been necessary to take the business to the next level. The Starkstrom acquisition has given the group greater exposure to the exciting world of healthcare and the business has continued profitably to grow, particularly in the area of its service business. The opportunity with our geographic stretch to grow that business outside of its home market has been eagerly grasped with the appointment of a Dubai-based Managing Director. The UK Recruitment businesses have enjoyed a good year, with some modest growth and Consulting in the UK has been a little disappointing as the very competitive tenders in that business have constrained our ability fully to recover our costs. These businesses as a whole in the UK and Middle East comprise the Northern segment.

Management and the Board

During the year we saw a number of changes to the board. In early March, we said goodbye to one of our Non-executive directors, Paul Lever, whose sage advice had been available to the board for over twelve years. At the end of March, John McIntosh, our CFO resigned, after two and a half years, to pursue other interests. After the year end, at the end of July, Donald Stewart left the company, some three years after joining Progility, to develop his professional practice. I should like to take this opportunity to thank them each for their considerable contributions and to wish them well in their future endeavours. At the time of John's resignation, we appointed Hugh Cawley as our CFO and we welcome his contribution to the board in its deliberations.

Alongside these changes, we have made some significant additions to the management capability of the senior teams, as well as, of course, inheriting further skills and experience from the acquisitions we have made. We are now well placed, in terms of a mix of skills and abilities, to take advantage of the opportunities that are already apparent from ownership of a diverse portfolio of businesses.

Prospects

We believe there remains a significant opportunity to leverage our strong international customer base. The combination, for instance, of our strengths in supplying apprenticeships, training, recruitment and consulting holds some exciting prospects for helping our clients in a variety of ways.

We shall of course continue to look at opportunities to acquire other suitable businesses which are capable of delivering profitable growth to the existing platform and indeed to extend that platform still further.

Wayne Bos

Executive Chairman

Financial Review

Operating performance

The Group delivered revenues of GBP60.06 million (2014: GBP39.54 million), growth of 51.9%. All of this growth was derived from the acquisitions in the year, as the pre-existing business experienced some modest falling away of turnover, most particularly in the Australian business. Gross margins increased to 38.3% (2014: 36.0%). Operating profit after excluding highlighted items fell to GBP0.2 million (2014: 3.0 million).

Highlighted items include acquisition related costs of GBP0.45 million (2014: GBP1.07 million), an impairment charge of GBP0.23 million (2014: GBP0.56 million) and a bargain gain on acquisition, from the Indian deal, of GBP3.23 million (2014: GBPnil).

 
                    Before                  Underlying        Result 
               highlighted                      result       for the 
                     items   Acquisitions      for the    year ended 
                 30.6.2015         in the       period     30.6.2014 
                                   period    30.6.2015      Restated 
                   GBP'000        GBP'000      GBP'000       GBP'000 
 Revenue            60,056         25,282       34,774        39,539 
 Operating 
  profit               185          1,658      (1,473)         3,044 
             =============  =============  ===========  ============ 
 

Finance costs

The Group incurred net finance costs of GBP2.23 million (2014: GBP0.98 million) during the reporting period. The year on year increase reflects most particularly the increased levels of debt associated with the acquisitions made during the year.

Taxation

The tax expense for the year was GBP0.02 million (2014: GBP0.24 million), reflecting inter alia the non-taxable nature of the bargain gain on the Indian acquisition.

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September 22, 2015 02:01 ET (06:01 GMT)

Profit for the period and earnings per share

The profit attributable to equity shareholders was GBP0.49 million (2014: GBP0.19 million). Earnings per share were 0.24 pence basic and diluted (2014: 0.09 pence).

Going concern

The Group has prepared its accounts on a going concern basis based on current forecasts for the period through to November 2016. While the Group currently has slightly negative net current assets, the Board believes that it can meet its day-to-day working capital requirements from operating cash flows and its existing facilities. The Company's largest shareholder, Praxis Trustees Limited, as trustee of the DNY Trust, announced its intention, on 7 July 2014, to support Progility by making up to GBP30 million available on commercial terms. This facility retains significant capacity.

Cash flow, net debt and facilities

Cash flow

Cash generated from operating activities was GBP1.31 million (2014: GBP0.45 million). The Group generates operating cash flow from its product sales, maintenance contracts and from advance payments from customers.

The Group paid GBP0.44 million in income tax during the period of reporting (2014: GBP0.01 million received).

The Group continues to invest in its staff development, its product range and also incurred capital expenditure in the period relating to updates of intellectual property assets, product development and its internal systems and equipment to improve operating efficiency.

Net debt and facilities

At the balance sheet date the Group's debt comprised loans and overdrafts due within one year of GBP3.29 million (2014: GBP3.70 million) and GBP14.84 million (2014: GBP4.58 million) falling due in over one year. Of these amounts a total of GBP15.20 million represents shareholder loans made up of GBP0.36 million of convertible loan notes and GBP14.84 million of other notes.

Of the bank facilities drawn at the balance sheet date, the fixed term loan of GBP0.6 million is expected to be repaid in full within the next seven months with GBP0.2 million having already been paid since the balance sheet date. At the balance sheet date GBP0.2 million of the overdraft facility remained undrawn.

Net debt at the year end, defined as all bank and third party debt, less cash at bank, excluding shareholder loans was an asset of GBP0.6 million (2014: liability GBP1.6 million). This comprised: GBP3.5 million in cash balances, less GBP0.8 million in bank facilities drawn, invoice discounting facilities of GBP1.2 million and other third party loans of GBP1.0 million.

Dividend

As noted above, it is the Board's objective to invest to grow the Group's business. That ambition, together with a lack of distributable reserves militates against the payment of a dividend for the period ended 30 June 2015. As the Board intends that income generated by the Group will generally be re-invested to implement the Group's growth strategy this is likely to remain the position for the foreseeable future.

Post balance sheet events

There have been no post balance sheet events which would affect the overview of the Group provided by these statements.

On behalf of the Board

Hugh C L Cawley

CFO and Company Secretary

Consolidated Statement of Comprehensive Income for the Year ended 30 June 2015

 
                                    Before                                    Before 
                               Highlighted                       Year    Highlighted                       Year 
                                     items   Highlighted        ended          items   Highlighted        ended 
                                 30.6.2015         items    30.6.2015      30.6.2014         items    30.6.2014 
                                                                            Restated      Restated     Restated 
                                   GBP'000       GBP'000      GBP'000        GBP'000       GBP'000      GBP'000 
 
 Revenue                            60,056             -       60,056         39,539             -       39,539 
 
 Cost of sales                    (37,078)             -     (37,078)       (25,299)             -     (25,299) 
                             -------------  ------------  -----------  -------------  ------------  ----------- 
 
 Gross profit                       22,978             -       22,978         14,240             -       14,240 
 
 Administrative 
  and distribution 
  expenses                        (22,793)         (447)     (23,240)       (11,196)       (1,072)     (12,268) 
 Other income                            -         3,227        3,227              -             -            - 
 Other expenses                          -         (229)        (229)              -         (562)        (562) 
                             -------------  ------------  -----------  -------------  ------------  ----------- 
 
 Operating profit                      185         2,551        2,736          3,044       (1,634)        1,410 
 
 Finance income                         65             -           65              -             -            - 
 Finance costs                     (2,296)             -      (2,296)          (984)             -        (984) 
                             -------------  ------------  -----------  -------------  ------------  ----------- 
 
 Profit before 
  tax                              (2,046)         2,551          505          2,060       (1,634)          426 
 
 Tax expense                          (64)            46         (18)          (241)             -        (241) 
                             -------------  ------------  -----------  -------------  ------------  ----------- 
 
 Profit for the 
 year attributable 
 to equity shareholders            (2,110)         2,597          487          1,819       (1,634)          185 
                             =============  ============               =============  ============ 
 
   Items that may 
   be reclassified 
   to profit or 
   loss 
 
   Currency translation 
   differences on 
   foreign operations                                           (287)                                        42 
                                                          -----------                               ----------- 
 
 Other comprehensive 
  income, net of 
  tax                                                           (287)                                        42 
                                                          -----------                               ----------- 
 
 Total comprehensive 
  income                                                          200                                       227 
                                                          ===========                               =========== 
 
 Earnings per 
  share 
   Basic                                                        0.24p                                     0.09p 
   Diluted                                                      0.24p                                     0.09p 
 
 
 

Consolidated statement of Financial Position for the Year ended 30 June 2015

 
                                       As at        As at        As at 
                                   30.6.2015    30.6.2014    30.6.2013 
                                                 Restated     Restated 
 Assets                              GBP'000      GBP'000      GBP'000 
 Non-current assets 
 Plant and equipment                   1,449          861          986 
 Intangible assets                    20,135       11,503       12,210 
 Deferred tax asset                      888          277          442 
                                 -----------  -----------  ----------- 
 Total non-current 
  assets                              22,472       12,641       13,638 
                                 -----------  -----------  ----------- 
 
 Current assets 
 Inventories                           4,001        3,251        2,068 
 Trade and other receivables          16,554        7,813        8,177 
 Other current assets                  2,107          428          451 
 Tax receivable                           41           82           82 
 Cash and cash equivalents             3,538        1,798        1,916 
                                 -----------  -----------  ----------- 
 Total current assets                 26,241       13,372       12,694 
 
 Total assets                         48,713       26,013       26,332 
                                 -----------  -----------  ----------- 
 
 Current liabilities 
 Trade and other payables           (19,889)     (12,727)     (13,271) 
 Deferred/contingent 
  consideration                      (2,041)         (30)        (307) 
 Provisions                          (4,282)      (1,028)        (969) 
 Tax liabilities                        (28)         (55)         (69) 
 Bank and shareholder 
  loans                              (3,288)      (3,699)      (3,127) 
                                 -----------  -----------  ----------- 
 Total current liabilities          (29,528)     (17,539)     (17,743) 
                                 -----------  -----------  ----------- 
 
 Non-current liabilities 
 Contingent consideration                  -            -        (289) 
 Shareholder loans                  (14,837)      (4,575)      (4,611) 
 Deferred tax liability                (199)         (91)         (91) 
 Provisions                             (90)         (37)         (57) 
                                 -----------  -----------  ----------- 
 Total non-current 
  liabilities                       (15,126)      (4,703)      (5,048) 
                                 -----------  -----------  ----------- 
 
 Total liabilities                  (44,654)     (22,242)     (22,791) 
                                 -----------  -----------  ----------- 
 
 Net assets                            4,059        3,771        3,541 
                                 ===========  ===========  =========== 
 
 Equity 
 Issued share capital                 19,967       19,967       19,967 

(MORE TO FOLLOW) Dow Jones Newswires

September 22, 2015 02:01 ET (06:01 GMT)

 Share premium                           114          114          114 
 Other reserve                            75           75           75 
 Merger reserve                     (14,854)     (14,854)     (14,854) 
 Own shares in trust                     (2)         (50)         (50) 
 Share option reserve                     43           16          152 
 Retained earnings                     (953)      (1,453)      (1,777) 
 Foreign currency translation 
  reserve                              (331)         (44)         (86) 
 Total equity                          4,059        3,771        3,541 
                                 ===========  ===========  =========== 
 

Consolidated Cash Flow Statement

 
                                              Year ended   Year ended 
                                               30.6.2015    30.6.2014 
                                                             Restated 
                                                 GBP'000      GBP'000 
 
 Operating profit                                  2,736        1,410 
 Adjustments for: 
 Depreciation and amortisation                     1,154          720 
 Loss on fixed asset disposal                         86           52 
 Impairment of intangibles                           229          562 
 Gain on bargain purchase                        (3,227)            - 
 Share option charge                                  40            3 
 Revaluation of own shares held                       48            - 
  in trust 
 Movement in inventories                           1,101      (1,359) 
 Movement in trade and other receivables             146          322 
 Movement in trade and other payables              (942)      (1,306) 
 Exchange difference on consolidation               (59)           46 
                                             -----------  ----------- 
 Cash generated from operations                    1,312          450 
 
 Income taxes (paid)/recovered                     (439)            9 
                                             -----------  ----------- 
 Net cash generated from operating 
  activities                                         873          459 
                                             -----------  ----------- 
 
 Investing activities 
 Interest received                                    65            - 
 Purchases of property and equipment               (555)        (337) 
 Capitalised expenditure on product 
  development                                       (52)        (126) 
 Acquisition of subsidiaries, 
  net of cash acquired                           (8,032)        (160) 
                                             -----------  ----------- 
 Net cash used by investing activities           (8,574)        (623) 
                                             -----------  ----------- 
 
 Financing activities 
 Proceeds from borrowings                         11,286        3,739 
 Repayment of borrowings                         (1,235)      (3,682) 
 Interest costs paid                               (408)        (216) 
 Net cash from financing activities                9,643        (159) 
                                             -----------  ----------- 
 
 
 Net change in cash and cash equivalents           1,942        (323) 
 
 Cash and cash equivalents at 
  start of year                                    1,533        1,916 
 Effect of foreign exchange rate 
  differences                                      (125)         (60) 
 Cash and cash equivalents at 
  end of year                                      3,350        1,533 
                                             ===========  =========== 
 
 Cash and cash equivalents comprise 
 Cash in hand and at bank                          3,538        1,798 
 Bank overdraft                                    (188)        (265) 
                                                   3,350        1,533 
                                             ===========  =========== 
 
 
 

Statement of Changes in Equity for the year ended 30 June 2015

 
                   Called                                      Own                 Foreign 
                       up     Share                         shares     Share      currency 
                    share   premium     Other     Merger        in    option   translation   Retained 
                  capital   account   reserve    reserve     trust   reserve       reserve   earnings     Total 
 Group            GBP'000   GBP'000   GBP'000    GBP'000   GBP'000   GBP'000       GBP'000    GBP'000   GBP'000 
 
 Balance 
  at 30.6.2013     19,967       114        75   (14,854)      (50)       152          (86)      1,709     7,027 
 Adjustment 
  to reflect 
  prior year 
  adjustment            -         -         -          -         -         -             -    (3,486)   (3,486) 
                 --------  --------  --------  ---------  --------  --------  ------------  ---------  -------- 
 Revised 
  balance 
  at 30.6.2013     19,967       114        75   (14,854)      (50)       152          (86)    (1,777)     3,541 
 Options 
  granted               -         -         -          -         -         3             -          -         3 
 Options 
  lapsed 
  and waived            -         -         -          -         -     (139)             -        139         - 
 Transactions 
  with owners           -         -         -          -         -     (136)             -        139         3 
                 --------  --------  --------  ---------  --------  --------  ------------  ---------  -------- 
 
 Profit 
  for the 
  year                  -         -         -          -         -         -             -        185       185 
 Other 
  comprehensive 
  income: 
  Foreign 
  currency 
  translation 
  adjustment            -         -         -          -         -         -            42          -        42 
 Total 
  comprehensive 
  income 
  for the 
  year                  -         -         -          -         -         -            42        185       227 
                 --------  --------  --------  ---------  --------  --------  ------------  ---------  -------- 
 
 Balance 
  at 30.6.2014     19,967       114        75   (14,854)      (50)        16          (44)    (1,453)     3,771 
 Options 
  granted               -         -         -          -         -        40             -          -        40 
 Revaluation 
  of own 
  shares                -         -         -          -        48         -             -          -        48 
 Options 
  lapsed 
  and waived            -         -         -          -         -      (13)             -         13         - 
 Transactions 
  with owners           -         -         -          -        48        27             -         13        88 
                 --------  --------  --------  ---------  --------  --------  ------------  ---------  -------- 
 
 Profit 
  for the 
  year                  -         -         -          -         -         -             -        487       487 
 Other 
 comprehensive 
 income: 
 Foreign 
  currency 
  translation 
  adjustment            -         -         -          -         -         -         (287)          -     (287) 
                 --------  --------  --------  ---------  --------  -------- 
 Total 
  comprehensive 
  income 
  for the 
  year                  -         -         -          -         -         -         (287)        487       200 
                 --------  --------  --------  ---------  --------  --------  ------------  ---------  -------- 
 Balance 
  at 30.6.2015     19,967       114        75   (14,854)       (2)        43         (331)      (953)     4,059 
                 ========  ========  ========  =========  ========  ========  ============  =========  ======== 
 
 

Financial Information

The preliminary financial information does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006 but is derived from the audited accounts for the years ended 30 June 2015 and 30 June 2014.

Progility Plc (the "Company") is a public limited company incorporated in England and Wales and, together with its subsidiaries, forms the Progility group (the "Group"). These financial statements are presented in pounds sterling which is the Company's functional currency. All amounts have been rounded to the nearest thousand unless otherwise indicated.

The Group financial statements were authorised for issue by the Directors on 21 September 2015.

The Group financial statements consolidate those of the Company and its subsidiaries. The Company financial statements present information about the Company as a separate entity and not about its Group.

Both the Group financial statements and the Company financial statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU"). In publishing the Company financial statements here together with the Group financial statements, the Company has taken advantage of the exemption in Section 408 of the Companies Act 2006 not to present its individual statement of comprehensive income and related notes that form a part of these approved financial statements.

The statutory accounts for the year ended 30 June 2015 will be delivered to the Registrar of Companies following the Company's Annual General Meeting. Statutory accounts for the year ended 30 June 2014 have been filed with the Registrar of Companies. The auditor's report on those 2014 accounts was unqualified.

Basis of preparation

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The preparation of the Group accounts in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements. The key accounting estimates and assumptions are set out below. Such estimates and assumptions are based on historical experience and various other factors that are believed to be reasonable in the circumstances and constitute management's best judgment of conditions at the date of the financial statements.

In the future, actual experience may deviate from these estimates and assumptions, which could affect the financial statements as the original estimates and assumptions are modified, as appropriate, in the year in which the circumstances change.

The financial statements have been prepared on the historical cost basis as modified by financial assets and financial liabilities (including derivative financial instruments) at fair value.

Prior year restatements

The prior year comparatives in these financial statements have been restated to reflect the following:

1. Change to recognition of income from software licences

The Group previously recognised Revenue from software licences at the start of the licence term provided that delivery had occurred. Following a review of the method delivery of the products, it has been determined that the correct practice should be to recognise the revenue over the period of its availability to the user rather than immediately upon the sale.

The opening balance sheet and 2014 comparatives in these financial statements have been restated to reflect this change in revenue recognition. The opening balance at 30 June 2013 has been restated to include an increased deferred income creditor of GBP2,677,000 and an increased deferred tax asset of GBP179,000. During the year ended 30 June 2014 revenue has been restated upwards by GBP754,000 to reflect the impact of the revenue recognition policy, the tax charge for the period has also been restated by GBP171,000.

2. Recognition of deferred tax asset

A deferred tax asset previously recognised at 30 June 2013 in Progility Pty Ltd did not meet the Groups accounting policy for recoverability. Accordingly the deferred tax assets at 30 June 2013 has been adjusted and restated by GBP988,000. The tax charge for the year ended 30 June 2014 has also been restated by GBP81,000 so as not to recognise the tax loss in the year for the company.

3. Reclassification of costs

Certain costs including administrative and technical staff costs, marketing and IT costs which had previously classified as costs of sales have been reclassified as administrative and distribution expenses as it has been determined that this is the correct classification of these costs. The amount of this restatement in 2014 was GBP2,005,000, this has no impact on the reported results for the year.

Summary of restatements

The impact of the above restatements on previously reported amounts is summarised below:

 
                                                 Profit 
                                                for the 
                                 Net assets    year end    Net assets 
                                 at 30.6.14     30.6.14    at 30.6.13 
                                    GBP'000     GBP'000       GBP'000 
 Previously stated amounts            6,672       (358)         7,027 
 1 Recognition of software 
  licence revenue                   (1,917)         581       (2,498) 
 2 Deferred tax asset               (1,069)        (81)         (988) 
 3 Reclassification of costs              -           -             - 
 Foreign exchange difference             85          85             - 
                                      3,771         227         3,541 
                               ============  ==========  ============ 
 

Highlighted items

The Group incurred costs during the year which we have highlighted. These costs include transaction costs, restructuring costs and other strategic, non-cash items including impairment, bargain gain on acquisition and non-recurring acquisition expenses. This has resulted in the following charges, gains and intangibles impairment as follows:

 
                                                  Year ended 
                                     Year ended    30.6.2014 
                                      30.6.2015     Restated 
                                        GBP'000      GBP'000 
 Recurring 
   Acquisition and merger costs 
    *                                       447        1,072 
 Non-recurring 
   Bargain gain on acquisition **       (3,227)            - 
   Impairment of intangibles ***            229          562 
 Total highlighted items                (2,551)        1,634 
                                    ===========  =========== 
 

* Relates to the acquisitions of Starkstrom Group, Progility India and Woodspeen in the period ended 30.6.2015 (2014: acquisition of Sue Hill and Progility Pty Ltd)

   **            Relates to gain on the acquisition of Progility India. 
   ***          Relates to the impairment of Obrar intangible assets. 

Earnings per share

Earnings per share is calculated by dividing loss attributable to shareholders by the weighted average number of shares in issue during the year.

Potential ordinary shares arising under potential conversion of the convertible loan and share options outstanding are considered anti-dilutive for the year ended 30 June 2015 and the period ended 30 June 2014. At 30 June 2015, the 7.9 million outstanding share options were excluded from the dilution calculation as the exercise price of 10 pence was greater than the average price for the period in issue.

 
                                                            Year 
                                                           ended 
                                        Year ended     30.6.2014 
                                         30.6.2015      Restated 
                                           GBP'000       GBP'000 
 Profit for the year attributable 
  to equity shareholders                       487           185 
                                      ============  ============ 
 
 Weighted average shares               199,666,880   199,666,880 
 
 Weighted average shares for 
  diluted earnings per share           199,666,880   199,666,880 
                                      ============  ============ 
 
 Basic earnings per share                    0.24p         0.09p 
 Diluted earnings per 
  share                                      0.24p         0.09p 
 

Copies of the Annual Report and Accounts are to be posted to the Company's shareholders on 2 October 2015 and will be available, along with this announcement, on Progility's website at www.progility.com.

 
 
   For further information, please 
   contact: 
 
 
   Progility plc 
                                      020 7371 
 Wayne Bos, Executive Chairman            4444 
 Hugh Cawley, CFO 
 www.progility.com 
 
   SPARK Advisory Partners Limited 
   (Nominated Adviser) 
                                      020 3368 
 Mark Brady                               3551 
                                      020 3368 
 Sean Wyndham-Quin                        3555 
 
 
   W H Ireland Limited (Broker) 
                                      020 7220 
 Adrian Hadden/Mark Leonard               1666 
 
 
 

Group Description

Progility plc, the systems integrator and project management services firm has four divisions: Technology Solutions, Training, Consulting and Recruitment.

Technology Solutions

The technology solutions division comprises Progility Technologies in Australia and India and Starkstrom in the UK.

Progility Technologies operates a communication systems integration business that designs, implements and maintains solutions for medium and large enterprises with a focus on the rail, port, oil and gas, power, water and healthcare industries in Australia, on the healthcare, hospitality, financial services, public sector, manufacturing, education and IT sectors in India and on the mining industry globally.

The Australian business, which was merged with the Group in October 2013, is headquartered in Melbourne, Australia, and has offices in Sydney, Brisbane, Perth, Latrobe Valley, and Castlemaine. The Indian business joined the Group in December 2014, is headquartered in Mumbai and operates through a network of 21 offices throughout India.

Starkstrom is a UK-based project management services company specialising in manufacturing and supplying medical infrastructure equipment for operating theatres and intensive care units. Acquired in July 2014, Starkstrom is headquartered in north-west London and with a manufacturing and assembly facility in Leicester.

Training

The training division comprises ILX Group and Woodspeen Training. ILX provides a blend of on-line learning, games and simulations, traditional classroom training, practical workshops and coaching. ILX delivers training in the UK Cabinet Office's best management practice products, primarily in PRINCE2, MSP and ITIL. Woodspeen based in the UK provides apprenticeships and skill development with the help of public funding.

Consulting

The consulting division comprises Obrar in the UK, a consulting and project management services company, focused on multimedia contact centres, corporate technology infrastructure and associated operational change, with experience in delivering contact centre outsourcing on a global basis.

Recruitment

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