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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Sky High | LSE:SKHG | London | Ordinary Share | GB00B1LCP739 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 15.50 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMSKHG
RNS Number : 2893L
Sky High PLC
03 September 2012
SKY HIGH PLC
(AIM: SKHG)
PRELIMINARY RESULTS FOR THE YEAR ENDED 31 MARCH 2012
HIGHLIGHTS
Sky High Plc ("Sky High" or the "Group"), the data collection and analysis group, today announces its results for the year ended 31 March 2012. This financial year has seen a significant improvement in trading and the results show a return to profitability for the Group. This improvement has been achieved despite the backdrop of what remains a challenging economic environment, particularly in the UK.
The Group achieved the following full year results:
-- Group revenue up 22% to GBP5.8 million (2011: GBP4.8m million).
-- Group operating profit of GBP203k (2011: GBP212k loss) which is a GBP415k improvement from last year.
-- Group profit before tax of GBP80k (2011: GBP250k loss), after exceptional costs of GBP76k relating to acquisition of Count on Us.
-- UK Traffic turnover of GBP3,322k was 21% up on 2011 and the segment made an operating profit of GBP189k (2011: GBP26k loss)
-- Australia Traffic revenue grew 26% in the year to GBP2.0m (2011: GBP1.6m) and operating profit increased by 106% to GBP151k.
-- GBP311k of operating cash flow generated (2011: GBP190k)
Other key points of note include
-- Acquisition of Count on Us in March 2012 which, in the Directors opinion, provides the potential to transform the UK Traffic business into the UK's market leading transport data collection business. The integration of this business is on track and initial performance has exceeded the Directors expectations.
-- All business segments have shown revenue growth and improved profit performance in year.
-- Further development, roll out and first revenue generation of our technology innovative vehicle and pedestrian tracking services.
-- Framework contracts secured in this financial year should positively impact performance going forward
-- Current trading is well ahead of expectations and the Group is well positioned for further growth and development this year
Mark Mattison, Sky High's Chief Executive, said:
"It is pleasing to be able to report on both a positive set of results and a positive outlook for the Group after the challenges of the previous financial year and despite the continued uncertainty in the UK economy. There are signs that the market for traffic data collection has improved, largely driven by the some of the government's infrastructure projects. I am excited about the number of development opportunities that the business has and I am increasingly confident about the prospects for the Group moving forward."
For further information, please contact:
Sky High Plc Mark Mattison, Chief Executive Tel: 01937 833 933 Officer Alex Johnson, Finance Director Tel: 01937 833 933 WH Ireland Limited Mike Coe/ Marc Davies Tel: 0117 945 3470
Chairman's statement
I am pleased to present the Chairman's Statement for Sky High Plc together with its subsidiaries (the "Group") for the year ended 31 March 2012 which has been a much more positive year following a particularly challenging period in the previous financial year.
Introduction
This financial year has seen a significant turnaround in trading and the results show a return to profitability for the Group.
The acquisition of Count on Us in March this year is an important step in the development of the Group as it provides the potential to transform Sky High's UK traffic business into the UK's market leading transport data collection business with unrivalled skills, experience and geographic coverage.
It's particularly pleasing to be able to report that each individual business unit has shown revenue growth and an improved profit performance in the year. In the UK this improvement has been achieved despite the backdrop of what remains a challenging economic environment.
Australia Traffic has had an excellent year with revenue exceeding GBP2m and the underlying operating profit increasing by GBP74k (101%) after adjusting for currency fluctuations. This performance reflects the efforts of the Australian team over the last few years in developing the business and a market in Australia which has been more buoyant as its economy has not been subjected to same level of austerity measures as the UK.
Results
This year has seen the Group achieve a record turnover figure of GBP5,779k (2011: GBP4,757k) and it is this 22% revenue growth that has been the basis of the improved performance. The Group profit before tax for the year was GBP80k (2011: GBP250k loss) which in itself represents a significant turnaround in performance. However the GBP80k profit is stated after charging exceptional costs of GBP76k related to the acquisition of Count on Us. Operating profit, which provides a better comparison for the trading profitability of the Group, was GBP203k for this financial year compared to a loss of GBP212k last year.
The improved results have be attributed to three main factors:
-- the first full year impact of the DfT National Road Traffic Census contract that was announced in February 2011 and commenced in March 2011;
-- some permanent and other temporary operational cost reductions in the UK business that were made in the second half of the last financial year, some of which will also benefit this financial year; and
-- the growth and strong performance of Australia Traffic.
Turnover and profits in the second half of the year were, as expected, less than the first half of the year reflecting the seasonal nature of the UK traffic market and the DfT contract. The winter months are generally quiet as clients do not want data collected at these times due to a combination of holidays and poor weather, which makes the traffic flows and hence data inconsistent.
Other notable developments in the year include projects being undertaken in Canada and Uganda as the Group looks to develop its international reach. Requests for us to undertake international work are becoming more frequent and we continue to explore opportunities for low risk international expansion where appropriate.
In addition, the year has seen further development, roll out and first revenue generation from our technologically innovative Bluetooth vehicle and pedestrian tracking services. Our work in this area has opened up a number of opportunities both in our core markets with new clients and also in new potential markets.
A more detailed commentary by segment is included in the Chief Executive Officer's Report and the Finance Director's Report.
Dividend
Despite the improved performance this year, it is the Board's opinion that at present it would be more beneficial for the business to retain cash to increase the level of working capital to manage the larger combined business and to enable inward investment where appropriate to assist in the growth of the business. Accordingly, the Directors do not recommend the payment of a final dividend for the year ending 31 March 2012.
Acquisitions
As announced on 16 March 2012, Sky High acquired the business and trading assets of Count on Us Limited for a consideration of GBP455k satisfied by the issue of 4,135,709 new ordinary shares. At the same time the Company raised GBP371k, before expenses, through the issue of 4,637,000 new ordinary shares at a price of 8p per share. The acquisition was an important development for Sky High as it significantly increased our UK market share by adding strong operations in London, Wales and Scotland to our existing UK operations. This acquisition has given us the opportunity to create the market leading specialist transport-related data capture company. As part of this acquisition Sir John Madejski and Nick Lanigan were appointed to the Board as Non--Executive Directors.
People
Our staff remain key to our business and I would like to take this opportunity to thank them for their continued loyalty, hard work and co-operation. I would particularly like to acknowledge the support of all the Directors and the employees in UK Traffic business where it was necessary to continue the reduced and flexible working hours arrangements implemented last year into the first part of this financial year.
Outlook
Sky High's strategy has three main objectives:
-- to increase market share in the UK transport market through both organic growth and acquisitions;
-- to expand the Group's operations through acquisition in areas complementary to Sky High's core skills of data collection and project management; and
-- achieve low risk international expansion through developing existing contacts.
Our objectives in 2012/13 will be, first, to continue with the integration of the Count on Us business and the realisation of the synergy benefits from this acquisition. Second, we will look to develop further the Bluetooth vehicle and pedestrian tracking services and, third, we will continue to look to gradually expand our international experience and presence.
As announced in the trading update on 23 July, the current financial year has started well with overall trading in the first quarter being well ahead of management expectations and the equivalent period last year.
The Board remains sensitive to the conditions in the general economy but is confident that, due to new contract wins, the general improvement in the UK Traffic market and our continued investment in business development, this financial year will see a continued improvement in trading performance and further growth in the Group.
Richard Jackson
Chairman
31 August 2012
Chief Executive Officer's report
I am delighted to provide an update on Sky High's business and trading during the year ended 31 March 2012.
Overview
As outlined in the Chairman's Statement I am pleased to be able to report on a positive year for the Group.
The Group's main operations are in the UK and Australia which are supported by key suppliers in India and Korea who perform certain data analysis processes for the respective traffic businesses on an outsourced basis.
Whilst the majority of our work is in the UK and Australia we have the capability to perform international projects if the opportunities arise and this year has seen the Group undertake initial projects in Uganda and Canada. We are looking to increase the level of international work where there is the opportunity to do this on a low risk basis. The Canadian project was won after we were given the opportunity to present a paper on transport. Based on our initial impressions this is a market we will investigate further to see how we can progress.
An important event in the year was the acquisition of the Count on Us business. Count on Us is one of the best known brands in the UK traffic data collection market and it is a fantastic achievement for the Group to have been able to acquire the business. As outlined in the shareholder circular the acquisition represents an excellent opportunity for Sky High to consolidate its market position due to the strength of its business in London and Wales. Bringing together the two businesses provides us with the opportunity in the UK to create a company that has unrivalled skills, experience and geographical coverage. I am pleased to report that the integration of the business is going well and the performance in these early months is exceeding our expectations.
In addition to the Group returning to profitability there have been a number of other positive developments within each business segment that I will cover below.
Business Review
UK Traffic
The core UK traffic data collection market remained challenging for the majority of the financial year. This was characterised by a higher proportion of low value contracts which resulted in a very competitive market. The nature of the projects meant there was little or no customer requirement for the technical expertise, technology or project management skills associated with larger complex projects which are some of Sky High's strengths. This meant the barriers to entry were low, prices fell and it was difficult to win projects through the quality of service.
Despite this the UK Traffic revenue increased by GBP571k to GBP3,322k because the fall in revenue from the core market was mitigated by the revenue from the DfT contract.
Generating revenue from smaller lower value contracts also impacted gross margin as in addition to price pressure there is proportionately more cost, for example more travelling between jobs and more set up time. This partly explains the reduction of gross margin from 34.4% to 31.1%, further details of which are set out the Finance Director's Report.
Towards the end of the financial year there was a definite pick up in the market which was evidenced by an increase in both the number and the value of the enquiries received.
As in previous years we maintained our focus on business development and this has resulted in a number of framework contract wins including Transport Scotland, Transport for Greater Manchester, Devon County Council and others. Framework contracts do not generally have guaranteed revenue but put the winning supplier in the lead position to perform work when commissioned by the government body or local authority. We expect the contracts that we secured towards the end of the year to generate revenue in the next financial year.
The business development team has also been responsible for the further development of our technologically innovative Bluetooth vehicle and tracking service. During the year we have delivered a number projects using this service which has opened up new opportunities within our core vehicle traffic market but has also seen us enter the pedestrian tracking market which is a new market for us. I am very excited about the potential of this service in future years.
Australia Traffic
Australia Traffic had a very strong year with reported revenues growing by GBP418k in the period to over GBP2m, of which GBP93k relates to currency fluctuation between the UK Pound and the Australian Dollar. The underlying revenue shows a year on year increase of 20%.
The year produced an operating profit of GBP151k which was GBP78k higher than last year. GBP4k of this increase relates to currency fluctuations.
The performance reflects the hard work that the Australian team has put in developing the business which is now one of the leading market traffic data collection companies in Australia.
There was a focus on business development during the year which paid off as the business was successful in winning a number of projects with a value over GBP100k. The outsourced supply arrangement with the supplier in Korea is important for our ability to keep the cost base low and flexible so that the resources can be matched to the work load.
The economy in Australia was also more buoyant than the UK as it has not been subject to the same type of spending review process as in the UK.
The Directors remain confident of the potential of Australian business and the next stage of development will be to look to grow its geographical market share in areas away from the current operations in Sydney, Brisbane and Melbourne.
Data Capture
The strategy for Data Capture is to try to grow the business and the Directors made the strategic decision to invest in business development resources to try to achieve that growth. However, in the current economic climate this has proved more difficult than we had expected. The losses in the business are due to this investment in business development.
New core retail data processing customers have been difficult to secure but the business was successful in a tender for data processing work with Transport for London which will come into operation next financial year and will significantly increase the turnover of this business.
In response to the difficulties in achieving growth we have reduced the costs of core business development while maintaining a focussed business development resource.
Outlook
After the difficulty of the last financial year it is pleasing to be able to report a positive outlook for the Group. Whilst the UK economy remains depressed, there are signs that the UK market for traffic data collection has improved, largely driven by some of the government's infrastructure projects.
This, combined with our increased geographical presence and operational resources due to the acquisition of Count on Us, means that the UK business is in a good position to move forward. The Directors are confident, based on customer communications and the levels of enquiries, that the market in the UK will remain similar to current levels for the remainder of this current financial year. Forecasting beyond this period in the current economic environment is impossible.
In addition, I am excited about the number of development opportunities that the business is facing, including the further development of our technologically innovative Bluetooth vehicle and tracking service and the opportunities for possible further international expansion. We will be putting together plans that allow us to take advantage of these opportunities.
The winning of the new contract in the data capture business will see this business grow in the next financial year.
Australia Traffic should continue to develop and we believe that this business will deliver more growth over the next few years, providing the market conditions in Australia remain favourable.
As the Company, we reported to the stock market in July that trading in the current financial year to date has been ahead of management's expectation and the equivalent period last year. This helps underpin the Board's belief that this year will see a further improvement in trading performance for the Group.
Mark Mattison
Chief Executive Officer
31 August 2012
Finance Director's report
Results overview
The financial results for the year show a net profit before tax of GBP80k compared to a loss of GBP250k in the previous year which represents a significant improvement in trading in the year.
The GBP80k net profit is stated after GBP76k of exceptional costs relating to the acquisition of Count on Us, so a more appropriate year on year comparison is at the operating profit level which produced a profit of GBP203k in this financial year compared to a loss of GBP212k in the prior year, representing a GBP415k improvement in profitability in the year.
The primary driver behind the improvement in performance is that revenues increased by GBP1,022k in the year. This was achieved with only a 0.2% drop in gross margin from the prior year, which generated an additional GBP367k of gross profit. Overheads including head office costs also decreased by GBP48k in the year. This is largely due to the savings achieved on Non-Executive Director fees, as they waived their fees last year when trading conditions were particularly difficult.
The operating profit for the second half of the year was GBP39k (2011: GBP71k). The operating profit stated in the interim statement for the first six months' trading was GBP164k (2011: GBP283k loss).
The DfT contract has impacted the seasonality of the business as 72% of this contract is performed in the first six months of the financial year. In addition the second six months' trading incorporates December and January where the performance is seasonally low as it is impacted by holidays and poor weather when clients generally do not want to conduct traffic surveys as it produces inconsistent non-normalised data.
The reduction in operating profit for the second half of this financial year compared to last financial year is due to an increase in operating costs in the period compared to the prior year which is commented on in more detail below.
As the Count on Us acquisition completed on 16 March 2012 there is no material impact on the operating trading performance. More detail on the accounting for the acquisition is covered below.
All the business segments showed improved operating profit performance in the year. The UK Traffic business produced an operating profit of GBP189k (2011: GBP26k loss), Australia Traffic GBP151k (2011: GBP73k) and Data Capture a loss of GBP13k (2011: GBP52k loss).
Head office costs before exceptional costs were GBP83k less than last financial year at GBP124k.
Interest charges incurred primarily relate to the interest on hire purchase contracts for the operational vehicles for surveyors.
Revenue
Group revenue for the year was GBP5,779k (2011: GBP4,757k) which represents an increase of 22% in the year. The turnover figure for this year is the highest in the Group's history. Revenues were up on the prior year in all three businesses.
UK Traffic revenue increased to GBP3,322k (2011: GBP2,751k), an increase of 21%, whilst revenue in Data Capture increased by 8% to GBP434k (2011: GBP401k). In Australia Traffic the revenue increased by GBP418k of which GBP93k relates to foreign currency fluctuation between the UK Pound and the Australian Dollar. The underlying revenue shows a year on year increase of 20%. The average exchange rate for this financial year is AUS$1.54 compared to AUS$1.63 in the last financial year.
The UK Traffic revenue increase reflects the impact of the first full year of DfT National Census contract which mitigated the impact of a more difficult underlying core market due to the general slowdown in the UK economy.
The Australia Traffic revenue increase results from a combination of factors which include the buoyant nature of the Australian economy at present and the business winning a number of larger projects than it has done historically reflecting the continued development of Australia Traffic into a market leading position.
Gross margin
Group gross margin for the year was in line with management's expectations and the prior year at 36.9% (2011: 37.1%).
The UK Traffic business saw a decline in gross margin to 31.1% from a previous year figure of 34.4%. This decrease in margin is due to reversals of some of the previous operating cost reductions. The wage-related costs in the business were reduced in the second half of the previous financial year; some of these reductions were permanent but some were temporary as they involved staff taking salary reductions or working reduced hours. These measures were put in place to better align the cost base of the business to the revenue whilst maintaining a core of operational resource so the business could respond as and when the revenue levels picked up. These temporary cost measures were partially reversed during the year which has resulted in a decrease of gross profit from the levels achieved during the second half of last year when the maximum benefit of the cost savings was reflected in the results.
Gross margin in Data Capture has improved in the year to 37.3% (2011: 31.1%) due to a reduction of staff and changing some working practices so production was more flexible and could be changed in line with business needs.
Gross profit in Australia Traffic increased by 3.2% in the year to 46.9% (2011: 43.7%) as a result of cost reductions in the last financial year and by outsourcing the data analysis to Korea.
Overheads and other costs
Other administrative expenses include the operating overheads and head office costs of GBP1,929k (2011: GBP1,977k). The reduction was primarily due to a saving on Non-Executive Director fees commented on above.
The exceptional costs of GBP76k are professional charges relating to the acquisition of COU.
Tax
The tax charge in the year of GBP49k relates to tax charges on Australia Traffic's profits (2011: GBP9k). There is no current year tax charge in the UK as the business has generated further tax losses to add to those brought forward from previous years. Last year's tax charge included the release of a GBP61k provision for UK deferred tax that was no longer required.
Balance sheet
Net assets as at 31 March 2012 were GBP2,386k (2011: GBP1,553k).
Non-current assets have increased by GBP548k in the year and of this increase GBP454k relates to the acquisition of Count on Us.
After conducting a fair value review of the assets acquired as at the acquisition date, GBP296k has been accounted for as property, plant and equipment, which includes GBP186k of operational survey equipment. GBP159k has been recognised as an intangible asset relating to the customer relationships acquired.
The goodwill of GBP730k represents historic goodwill and there were no additions to this as part of the acquisition of Count on Us.
GBP99k of the goodwill balance relates to Data Capture. In the Directors' view there has been no impairment of this goodwill despite the fact that Data Capture has reported losses in the last two years.
The losses in the last two years have been due to strategic decisions to attempt to grow the business. The Board made a decision to invest in its sales and marketing resource to grow the business. As commented on in previous annual reports and announcements, this has been more difficult to do than we anticipated. In reaching their assessment that there has been no impairment, the Directors have looked at the underlying profit after adjusting for the extra business development costs. This adjusted profit is in line with the historic profits that were acquired. The Directors are confident that the business will return to profitability next year as the business development cost has been reduced to reflect the difficulty in winning work. The Directors remain confident that the more focussed business development that remains will generate enough new business to cover its cost.
Other significant additions to assets include GBP132k on motor vehicles which included replacing part of the operating fleet and GBP178k was invested on new operational assets.
Cash flow
The Group generated GBP311k (2011: GBP190k) net cash from operating activities, the increase reflecting the improved operating profit of the business.
The majority of the increase from receivables of GBP405k is due to the invoicing arrangements related to the Count on Us acquisition, when an additional GBP178k was invoiced at the end of March. In general, debtors are managed effectively with the majority of cash collected within 60 days, although the calculation of debtors' days is 65 days. If adjusted for the Count on Us impact it would only be 56 days (2011: 55 days).
The Group issued shares to the value of GBP808k in connection with the acquisition of Count on Us. Of this amount, GBP455k related to consideration for the business and GBP353k (net of expenses) was raised in cash to provide increased working capital to fund the deal costs and the integration of the business.
A GBP75k three year loan was secured with Royal Bank of Scotland Group which provided additional working capital headroom.
In addition to the funds raised above, the UK business is financed through an invoice discounting facility which has helped the business grow during the last few years of economic uncertainty. Australia Traffic has their own banking arrangements which includes an overdraft facility of AUS$125k.
The purchase of plant and equipment of GBP620k includes GBP296k for the purchase of the Count on Us tangible assets. Excluding these additions, GBP178k was invested in operational survey equipment in both the UK and Australia including GBP60k of Bluetooth recording equipment in the UK and GBP98k of automatic traffic counters in Australia which will help generate future growth.
The Group generated an increase in cash and cash equivalents of GBP157k which resulted in a net cash balance of GBP105k. Net debt reduced by GBP20k as the increase in cash was offset by the loan from Royal Bank of Scotland as part of the acquisition finance and
Alex Johnson
Finance Director
31 August 2012
Consolidated statement of comprehensive income
For the year ended 31 March 2012
Hot Features
Premium
Year ended Year ended
31 March 31 March
2012 2011
GBP'000 GBP'000
-------------------------------------------------- -------- -----------
Continuing operations
Revenue 5,779 4,757
Cost of sales (3,647) (2,992)
-------------------------------------------------- -------- -----------
Gross profit 2,132 1,765
Other administrative expenses (1,929) (1,977)
-------------------------------------------------- -------- -----------
Profit/(loss) from operating activities 203 (212)
Exceptional costs on acquisition (76) -
Finance income 1 1
Finance expense (48) (39)
-------------------------------------------------- -------- -----------
Profit/(loss) before taxation 80 (250)
Taxation (49) 52
-------------------------------------------------- -------- -----------
Profit/(loss) from continuing operations 31 (198)
Other comprehensive income
(Loss)/gain on translation of foreign operations (6) 32
-------------------------------------------------- -------- -----------
Total comprehensive income/(loss) 25 (166)
-------------------------------------------------- -------- -----------
Basic profit per ordinary share 0.2p (1.6)p
-------------------------------------------------- -------- -----------
Diluted profit per ordinary share 0.2p (1.6)p
-------------------------------------------------- -------- -----------
Consolidated statement of financial position
As at 31 March 2012
2012 2011
GBP'000 GBP'000
------------------------------------------------- -------- --------
Non-current assets
Property, plant and equipment 1,096 693
Goodwill 730 730
Other intangible assets 179 34
------------------------------------------------- -------- --------
Total non-current assets 2,005 1,457
------------------------------------------------- -------- --------
Current assets
Trade and other receivables 1,686 1,281
Cash and cash equivalents 285 22
------------------------------------------------- -------- --------
Total current assets 1,971 1,303
------------------------------------------------- -------- --------
Total assets 3,976 2,760
------------------------------------------------- -------- --------
Current liabilities
Bank borrowings (205) (68)
Hire purchase contracts (115) (100)
Trade and other payables (1,034) (894)
Current tax payable - -
------------------------------------------------- -------- --------
Total current liabilities (1,354) (1,062)
------------------------------------------------- -------- --------
Non-current liabilities
Bank borrowings (50) -
Hire purchase contracts (186) (145)
------------------------------------------------- -------- --------
Total non-current liabilities (236) (145)
------------------------------------------------- -------- --------
Total liabilities (1,590) (1,207)
------------------------------------------------- -------- --------
Net assets 2,386 1,553
------------------------------------------------- -------- --------
Equity
Called up share capital 1,362 1,275
Share premium account 2,376 1,655
Profit and loss account 330 299
Exchange reserve 92 98
Reverse acquisition reserve (1,774) (1,774)
------------------------------------------------- -------- --------
Equity attributable to equity holders of parent 2,386 1,553
------------------------------------------------- -------- --------
Consolidated statement of changes in equity
For the year ended 31 March 2012
Called up Share Reverse
share premium acquisition Exchange Retained Total
capital account reserve reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------------- -------- ------------ --------- --------- --------
For the year ended 31 March 2012
At start of period 1,275 1,655 (1,774) 98 299 1,553
Total comprehensive income/(loss)
for the period - - - (6) 31 25
Shares issued 87 739 - - - 826
Professional fees - share issue - (18) - - - (18)
----------------------------------- ------ -------- ------------ --------- --------- --------
At end of period 1,362 2,376 (1,774) 92 330 2,386
----------------------------------- ------ -------- ------------ --------- --------- --------
Called up Share Reverse
share premium acquisition Exchange Retained Total
capital account reserve reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------------- -------- ------------ --------- --------- --------
For the year ended 31 March 2011
At start of period 1,275 1,655 (1,774) 66 497 1,719
Total comprehensive income for
the period - - - 32 (198) (166)
-------------------------------- ------ -------- ------------ --------- --------- --------
At end of period 1,275 1,655 (1,774) 98 299 1,553
-------------------------------- ------ -------- ------------ --------- --------- --------
Consolidated cash flow statement
For the year ended 31 March 2012
Year ended Year ended
31 March 31 March
2012 2011
GBP'000 GBP'000
------------------------------------------------------ -------- -----------
Net cash from operating activities 311 190
Taxation
-----------------------------------------------------------------------------
Income taxes paid (45) (86)
------------------------------------------------------ -------- -----------
Cash flow from investing activities
Acquisition of business (159) -
Exceptional costs on acquisition (76) -
Purchases of property, plant and equipment (620) (82)
Proceeds from disposal of property, plant
and equipment 16 20
Equity raised from share issue 808 -
Interest paid (48) (39)
Interest received 1 1
------------------------------------------------------ -------- -----------
Net cash inflow/(outflow) from investing activities (78) (100)
------------------------------------------------------ -------- -----------
Financing activities
Proceeds of new bank loan 75 -
Repayment of bank loans - (27)
Hire purchase repayments (106) (116)
------------------------------------------------------ -------- -----------
Net cash outflow from financing activities (31) (143)
------------------------------------------------------ -------- -----------
Net increase/(decrease) in cash and cash equivalents 157 (139)
------------------------------------------------------ -------- -----------
Effect of exchange fluctuations (6) 32
Cash and cash equivalents at 1 April (46) 61
------------------------------------------------------ -------- -----------
Cash and cash equivalents at 31 March 105 (46)
------------------------------------------------------ -------- -----------
As described in the accounting policies, bank overdrafts repayable on demand fluctuate from being positive to overdrawn and are considered an integral part of the Group's cash management for cash flow statement purposes.
There is no material difference between the fair value and the book value of cash and equivalents.
Notes to the consolidated financial statements
For the year ended 31 March 2012
1. General Information
Sky High Plc is a company incorporated in the United Kingdom under the Companies Act 2006. The address of the registered office is 12-14 Westgate, Tadcaster, Leeds, LS24 9AB. The nature of the Group's operations and its principal activities is that of data collection and analysis.
The financial information set out in this announcement does not comprise the Group's statutory accounts for the years ended 31 March 2012 or 31 March 2011.
The financial information has been extracted from the statutory accounts of the Company for the years ended 31 March 2012 and 31 March 2011. The auditors' opinion on those accounts was unmodified and did not contain a statement under section 498 (2) or section 498 (3) Companies Act 2006 and did not include references to any matters to which the auditor drew attention by the way of emphasis.
The statutory accounts for the year ended 31 March 2011 have been delivered to the Registrar of Companies, whereas those for the year ended 31 March 2012 will be delivered to the Registrar of Companies following the Company's Annual General Meeting.
2. Going Concern
Having made appropriate enquiries and having examined the major areas that could affect the Group's financial position, the Directors are satisfied that the Group has adequate resources to continue in operation for the foreseeable future. For this reason they consider it appropriate to adopt the going concern basis in preparing the financial statements.
3. Segment analysis
The primary reporting format is by business operations and then split by geographical area on the same basis that management reports are prepared for the chief operating decision maker. All operations are UK based with the exception of Australia Traffic. Since last year's annual report, management has reviewed the relevant business segments for its own internal reporting purposes and has amended the segmental reporting to reflect these changes.
The relevant segments are presented below. Previously Australia Traffic was described as Australia and what was previously described as UK has now been split into UK Traffic, Data Capture and Head Office.
There were no discontinued operations in the year.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
UK Australia Data Head Total
Traffic Traffic Capture Office for
Group
31 March 2012 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------------ -------- ---------- -------- -------- --------
Revenue 3,322 2,023 434 - 5,779
------------------------------------------ -------- ---------- -------- -------- --------
Operating profit/(loss) 189 151 (13) (124) 203
Exceptional costs - - - (76) (76)
Finance income 1 - - - 1
Finance expenses (14) (34) - - (48)
------------------------------------------ -------- ---------- -------- -------- --------
Profit/(loss) before taxation 176 117 (13) (200) 80
Taxation - (49) - - (49)
------------------------------------------ -------- ---------- -------- -------- --------
Profit/(loss) from continuing operations 176 68 (13) (200) 31
------------------------------------------ -------- ---------- -------- -------- --------
Balance sheet
Total assets 2,034 822 206 914 3,976
------------------------------------------ -------- ---------- -------- -------- --------
Total liabilities (895) (391) (86) (218) (1,590)
------------------------------------------ -------- ---------- -------- -------- --------
UK Australia Data Head Total
Traffic Traffic Capture Office for
Group
31 March 2011 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------------ -------- ---------- -------- -------- --------
Revenue 2,751 1,605 401 - 4,757
------------------------------------------ -------- ---------- -------- -------- --------
Operating profit/(loss) (26) 73 (52) (207) (212)
Finance income 1 - - - 1
Finance expenses (12) (27) - - (39)
------------------------------------------ -------- ---------- -------- -------- --------
Profit/(loss) before taxation (37) 46 (52) (207) (250)
Taxation 61 (9) - - 52
------------------------------------------ -------- ---------- -------- -------- --------
Profit/(loss) from continuing operations 24 37 (52) (207) (198)
------------------------------------------ -------- ---------- -------- -------- --------
Balance sheet
Total assets 1,155 724 117 764 2,760
------------------------------------------ -------- ---------- -------- -------- --------
Total liabilities (657) (409) (62) (79) (1,207)
------------------------------------------ -------- ---------- -------- -------- --------
4. Earnings per share
The calculation is based on the earnings attributable to ordinary shareholders divided by the weighted average number of Ordinary Shares in issue during the period as follows:
2012 2011
GBP'000 GBP'000
---------------------------------------------------------------- --------
Numerators: earnings attributable to equity 31 (198)
----------------------------------------------------- --------- --------
No. '000 No. '000
-------------------------------------------------------------- ---------
Denominators: weighted average number of equity shares:
Basic 13,129 12,745
Effect of dilutive potential ordinary shares: Share 228 -
options
----------------------------------------------------- ------- ---------
Diluted 13,357 12,745
----------------------------------------------------- ------- ---------
5. Acquisitions
On 16 March 2012, the Company acquired certain intangible and tangible assets of Count on Us Limited which included the name and future trading rights. It did not purchase the share capital of Count on Us Limited.
As consideration the Company paid GBP455k settled by the issue of 4,135,709 new Ordinary Shares valued at 11p (being the closing middle market price on the business day prior to signing of the Acquisition Agreement).
As part of the acquisition the Company also incurred a further GBP76k of professional costs which are disclosed as exceptional costs on the Consolidated Statement of Comprehensive Income.
Net assets acquired by the Group:
Book Included
value Adjustment in Group
GBP'000 GBP'000 GBP'000
--------------------------------------- ----------- ---------
Intangible assets (see note 14) - 159 159
Tangible fixed assets 296 - 296
--------------------------------- ---- ----------- ---------
Consideration paid 296 159 455
--------------------------------- ---- ----------- ---------
6. Equity capital
The Company's share price had been traded near the nominal value of its existing Ordinary Shares of 10p each for some time. Company law prohibits companies from issuing new shares at less than the nominal value, therefore the Directors reorganised the Company's share capital on the terms set out below in order to issue more share capital.
Under the capital reorganisation which took place on 16 March 2012, each existing Ordinary Share of 10p each was sub-divided into one new Ordinary Share of 1p each and nine Deferred Shares of 1p each.
The rights attaching to the new Ordinary Shares of 1p each will be identical in all respects to those of the existing Ordinary Shares of 10p each.
The Deferred Shares have no voting rights and do not carry any entitlement to attend general meetings of the Company. They carry only the right to participate in any return of capital to the extent of the amount paid up or credited as paid up on each Deferred Share but only after the holder of each new Ordinary Share has received in aggregate capital repayments totalling GBP10,000,000 per new Ordinary Share. These provisions are included in the amendments to the articles. Accordingly, the Deferred Shares are, for all practical purposes, valueless and it is the Board's intention, at an appropriate time, to cancel the Deferred Shares.
Also on 16 March 2012, Sky High acquired the business and trading assets of Count on Us Limited for a consideration of GBP455k satisfied by the issue of 4,135,709 new ordinary shares. At the same time the Company raised GBP371k, before expenses, through the issue of 4,637,000 new ordinary shares at a price of 8p per share.
Ordinary Deferred Share Share
shares shares capital premium Total
No. '000 No. '000 GBP'000 GBP'000 GBP'000
------------------------------------ --------- -------- -------- --------
At 31 March 2011 12,745 - 1,275 1,655 2,930
Capital reorganisation - 114,703 - - -
Share issue 8,773 - 87 739 826
Professional fees - share
issue - - - (18) (18)
--------------------------- ------- --------- -------- -------- --------
At 31 March 2012 21,518 114,703 1,362 2,376 3,738
--------------------------- ------- --------- -------- -------- --------
2012 2011
GBP'000 GBP'000
---------------------------------------------------------------- --------
Allotted, called up and fully paid
21,517,946 Ordinary Shares of 1p each (2011: 12,744,737
Ordinary Shares of 10p each) 215 1,275
114,702,633 (2011: Nil) Deferred Shares of 1p each 1,147 -
-------------------------------------------------------- ------ --------
1,362 1,275
---------------------------------------------------------------- --------
The Company has granted the following share warrant instruments:
Periods within which Number of shares
for which
Grant date Subscription price options are exercisable rights are exercisable
per share
------------ -------------------- ------------------------- -----------------------
12 October 12 October 2010 to 12
2009 GBP0.125 October 2012 160,666
12 October 12 October 2011 to 12
2009 GBP0.125 October 2012 160,666
12 October
2009 GBP0.125 12 October 2012 160,668
------------ -------------------- ------------------------- -----------------------
482,000
--------------------------------------------------------------------------------------
Share warrant instruments granted on 12 October 2009 have a vesting period of one year, two years and three years as shown in the tranches above. The options are exercisable by the option holder at any point following the annual vesting date and prior to 12 October 2012.
7. Annual General Meeting
The Annual General Meeting of Sky High Plc will be held at 32 Bedford Row, London, WC1R 4HE on 28 September 2012 at 2.00pm.
The Annual Report and Accounts for the year ended 31 March 2012 will be sent by post to all shareholders on 6 September 2012. The Annual Report and Accounts may also be viewed on Sky High Plc's website at www.skyhighplc.co.uk .
This information is provided by RNS
The company news service from the London Stock Exchange
END
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