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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Tax Systems | LSE:TAX | London | Ordinary Share | GB00BDHLGB97 | 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% | 112.50 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMTAX
RNS Number : 6987L
Tax Systems PLC
23 April 2018
23 April 2018
Tax Systems plc
("Tax Systems", the "Group" or the "Company")
Audited Results for the year ended 31 December 2017
Delivering on our promises of organic growth, acquisitions and debt reduction
Tax Systems plc (AIM: TAX), a leading supplier of corporation tax software and services, is pleased to announce its audited results for the year ended 31 December 2017.
Comparable numbers for the 12 months to 31 December 2016 are not representative of the Group in its current form, as they only incorporate a five-month contribution from Tax Computer Systems Limited ("TCSL") following its acquisition on 26 July 2016 (the "Acquisition"). Unaudited pro-forma figures for 2016 have been used for year-on-year comparisons comprised of TCSL's results for the period from 1 January to 25 July 2016 when it was under private ownership and the Group's results post the Acquisition for the period 26 July to 31 December 2016.
Strategic Highlights:
-- Acquisition of OSMO Data Technology Limited ("OSMO") on 3 April 2017 for GBP3.2m in shares, adding automation of data extraction from core ERP systems to the Group's capabilities
Financial Highlights
-- Early adoption of IFRS 15 'Revenue from Contracts with Customers' -- Year-on-year total revenue growth of 17% (2017: GBP15.1m, 2016(1) : GBP12.9m)
-- Year-on-year organic and comparable revenue growth of 10% (2017: GBP15.1m, 2016(2) : GBP13.8m)
-- 90% of revenue is recurring from software licences,10% from professional services -- Gross margin of 93%
-- Year-on-year organic and comparable Adjusted EBITDA(3) growth of 11% (2017: GBP7.0m, 2016(2) : GBP6.3m)
-- Representing an Adjusted EBITDA(3) margin of 46%
-- Year-on-year reduction in net debt(4) of 16% (31 December 2017: GBP20.5m, 31 December 2016: GBP24.4m)
-- Net debt(4) now represents less than 3x Adjusted EBITDA(3) -- Conversion of Adjusted EBITDA(3) to operating cash flow after exceptional items of 98%
Operational Highlights
-- Customer retention rate remained high at 95% -- 114 new annuity licences added to the base -- Year-on-year average annuity order value growth of 9% -- Year-on-year average services day rate growth of 25%
-- Continued investment in and enhancement of the core product, Alphatax, including the successful launch of version 17 which incorporated the largest UK Finance Act update in history
-- Development of new solutions and services, including:
-- Data Entry, designed to help accountancy firms streamline the process of collecting information from data owners; and
-- A new solution to help organisations with country-by-country reporting
(1) 2016 is on a proforma basis, applying IFRS 15 and excluding results from OSMO
(2) 2016 on a proforma basis including comparable figures for OSMO
(3) Adjusted EBITDA is defined as operating profit or loss before exceptional items, depreciation, amortisation and share-based payments
(4) Net debt is defined as bank borrowings and loan notes recognised as liabilities and the equity element of the loan notes recognised in equity less cash
Gavin Lyons, CEO, commented:
"We are delighted to report on a successful year in which we delivered against our strategic objectives of growth, retention, acquisitions, debt reduction and operational transformation. We have considerably increased the level of organic growth and contracted annuity base, secured new customers and completed key milestones in our technology roadmap via the acquisition of OSMO and ongoing internal development. Importantly, this has been accompanied by a reduction in our levels of debt due to continuing high levels of recurring revenues, gross margin and cash generation.
"We enter the new year well positioned for growth and continue to actively consider further acquisitions in order to extend our capabilities and create further value for our shareholders."
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014.
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Gavin Lyons, Chief Executive Tel: +44 (0)
Officer 1784 777700
Kevin Goggin, Chief Financial Tel: +44 (0)
Officer 1784 777700
MXC Capital Markets LLP (Financial Tel: +44 (0)20
Adviser) 7965 8149
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About Tax Systems
Tax Systems is a leading provider of corporation tax software and services in the UK and Ireland. The business has a long track record of being a key supplier of corporation tax software and services to many of the largest companies and the accounting profession in the UK and Ireland.
Find out more at www.taxsystems.com
Chairman's Statement
I am pleased to report to shareholders in respect of the year ended 31 December 2017.
The year under review saw the Company make encouraging progress to its longer-term objective of being a leading international provider of regulatory compliance software and professional services.
Our current focus is on the corporation tax software and services market in the UK and Ireland. In this business we met all internal and external targets including increasing our revenue, contracted annuity base and number of new customers. Of particular note has been the level of cash generated from the business, which has allowed us to reduce debt levels faster than initially planned. Further details of our progress in 2017 is set out in the following CEO and CFO reports.
We made significant investments during 2017 to maintain, update and de-risk our solutions and services in light of the increasing regulatory landscape. Over time we expect more demand for automation and process control which is where we want to provide enhanced functionality and value.
We look forward to extending our technology offering by way of continued product development and targeted acquisitions. In particular, in the shorter term, to broaden the range of taxes covered.
The integration of OSMO, acquired in April 2017, was largely completed and considered a successful transition. OSMO's leading edge technology is now embedded as part of our core value proposition and helps organisations automate the collection of data from large accounting / ERP systems.
We firmly believe we are well placed to exploit the opportunities that will arise from the ever-greater digitalisation of tax compliance and in compliance more generally.
We look forward to the future with confidence.
Annual General Meeting
The Annual General Meeting of the Company will be held on 20 June 2018 at 11 am at the offices of K&L Gates, One New Change, London EC4M 9AF.
Clive Carver
Non-Executive Chairman
Chief Executive Officer's Review
2017 has been a year of significant and exciting activity for the Company on the transformational journey to develop and upgrade our products and services in order to support our customer base of large corporates and accountancy firms in meeting the increasing demands of tax compliance.
Growth:
During 2017, we achieved year-on-year revenue growth of 17% (10% comparable organic growth) and contracted annuity base growth of 12% (6% comparable organic growth) through 114 new annuity licenses added and average order value growth of 9%.
This growth was achieved through a combination of activities including the appointment of a seasoned sales and marketing director, increased sales and pre-sales activity, incentivisation of sales staff, better customer negotiation and the launch of new solutions and services.
New order intake was driven by additional technology modules, increased user licenses and cross selling other portfolio solutions to existing customers. In addition, several new customers were won.
New solutions and services launched in the year included 'Data Entry' which is designed to help accountancy firms streamline the process of collecting information from data owners, and a new service to help organisations with country-by-country reporting.
We can further improve the sales and marketing engine but to achieve these results without substantial investment has been a great success and a credit to the team.
Retention:
During 2017, customer retention remained strong at a rate of 95%, in line with management's expectations. The high level of retention is largely due to two factors, the first being that our core technology solution (Alphatax) continues to deliver for our customers. 2017 saw the release of the largest UK Finance Act in history and our tax content team did an outstanding job ensuring the legislation was successfully encoded into our core product within a timely manner. The architecture of the technology enables us to do this on a continual basis with a team that is well versed in the practice with documented processes and procedures. The second is the focus and quality of our local support teams, the members of which are experts in both customer service and tax. These teams are proud of our Company, solutions and services and have a real desire to ensure our customers are responded to effectively and efficiently.
As well as strong customer retention, we also continued to retain our expert employees. Key activities completed in the year included restructuring the organisation and individual accountabilities, establishing the core leadership team, promoting several internal staff, recruiting new talent, a change of headquarters, modernisation of the Company brand and the adoption of 'agile' development methodologies.
I am very pleased with the way employees have embraced change and would like to thank everyone for their contribution. We all continue to be excited about the future and working together to achieve our potential.
Acquisitions:
During 2017, we defined our vision and strategy which, along with having a greater understanding of the market and customer demand, highlighted a need to quickly provide a solution to automate the collection of data - the fundamental building block of any compliance process.
Having evaluated various options, we completed the acquisition of OSMO in April 2017 in return for the issue of 4.7 million ordinary shares of the Company, valuing OSMO at GBP3.2 million.
OSMO is a leading provider of automated data extraction services that currently connects to 310 versions of accounting software packages, whether they be cloud, on premise or enterprise versions. Using OSMO's technology, finance and tax teams can significantly decrease the manual workload associated with data collection, reduce errors and risk from re-keying data and increase the speed and accuracy of data production. OSMO's solution is an ideal add-on to the existing software and services that Tax Systems already provides.
I am pleased with OSMO's progress to date; the team delivered against its 2017 performance expectations and have fitted in well both technically and culturally. We have one final stage of the integration left which is moving OSMO's core IT systems and processes onto our standard operating platform within shared services. This activity has begun and is expected to be finished by the end of H1 2018. At that point we can consider the business fully integrated.
In addition, further acquisition targets were identified and considered during the year. Disappointingly we declined to proceed with two potential targets after finalising the due diligence process but in both cases it was the right decision for the business.
We continue to actively evaluate other acquisition opportunities but will only proceed where we believe a business is the right strategic fit and will enhance both the Company's offering and shareholder value.
Debt reduction:
During 2017, we reduced our net debt by 16% to GBP20.5m as a result of our revenue growth, customer retention rate and excellent cash conversion. In addition, we were also successful in recovering GBP0.6m of VAT relating to the fees payable on the acquisition of Tax Computer Systems Limited in July 2016 ("TCSL").
Net debt at the end of the year represented less than 3x Adjusted EBITDA. By continuing to focus on sustainable growth and customer retention we will be able to further reduce our debt or utilise the facilities to fund further acquisitions.
Operational transformation:
A key focus of the business has been on achieving operational excellence through its people, processes, systems and facilities - an absolutely critical requirement of any business but often over looked and lacking due to the size and complexity of the implementation of a target operating model.
Significant time and effort has been put into defining and achieving this, and, though there are still some tasks to be completed, I am pleased that the majority of this work has been done.
Outlook:
In summary, I'm pleased to report that we delivered against all key strategic objectives in the year with the headlines being revenue growth of 17% and debt reduction of 16%. Moving forward, the Company will continue to focus on the execution of its strategy in order to deliver against its goals and vision. Whilst there is still work to be done to get the business to where we would like it to be in order to maximise the market opportunity, I am confident in our ability to achieve this.
We believe we have the right technology platform from which to continue to grow, in no small part thanks to the hard work and talent of our people, whom I would like to thank for their dedication and contribution to the ongoing success of the business.
The Board remains confident in the ability of the business to deliver increasing shareholder value over the coming years. I look forward to 2018 and beyond with continued passion and excitement.
Gavin Lyons
Chief Executive Officer
Financial Review
The results(1) for the year ended 31 December 2017, which is the first full year of operations of the Group since the acquisition of TCSL, were in line with expectations. Cash generation was particularly strong which resulted in a reduction in net debt of 16% from GBP24.4m as at 31 December 2016 to GBP20.5m as at 31 December 2017.
(1) The results for the year ended 31 December 2017 are comprised of the results for Tax Systems plc and TCSL for the full year together with the results for OSMO for the nine months from acquisition on 3 April 2017. The results for the year ended 31 December 2016 are comprised of the results for Tax Systems plc for the full year together with the results for TCSL for the five-month period from acquisition on 26 July 2016.
Early adoption of IFRS 15 'Contracts with Customers'
The new reporting standard on revenue recognition, IFRS 15 'Revenue from Contracts with Customers' ("IFRS 15") has an effective date of 1 January 2018. However, the Group has early adopted this standard with an initial application date of 1 January 2017. The early adoption of IFRS 15 has resulted in changes in the timing of recognition of revenue.
Previously, the licence fee element of software licence agreements was recognised in the month in which the agreement commenced. The early adoption of IFRS 15 for the year ending 31 December 2017 has resulted in a change in our accounting policy to one of recognising revenue from software licence agreements evenly over the term of the agreement.
The change in policy to IFRS 15 does not impact on the lifetime profitability of contracts nor the cash flows associated with contracts.
The main consequences of the change in accounting policy are:
Ø Revenue is phased over the life of the software licences in line with the delivery of outcomes to clients and, consequently, the timing of profits is re-profiled;
Ø An increased level of deferred income was recognised. At 31 December 2017, the Group's balance sheet includes deferred income of GBP6.9m in relation to contracts where outcomes are being delivered over time. The majority of deferred income will unwind within 12 months and is expected to be replaced by similar levels, subject to changes to the contract portfolio; and
Ø Tax assets increased by GBP0.8m as a result of the change in accounting policy.
As permitted by IFRS 15, the Company has applied the change using a modified retrospective approach for which the comparative results for 2016 have not been restated. Instead, a cumulative adjustment has been recognised to opening retained earnings at 1 January 2017 in relation to agreements which still required performance by the Group at that date.
Revenue and gross margin
Revenue for the year to 31 December 2017 amounted to GBP15.1m (2016: GBP5.8m) from a mixture of sales of licenced software solutions and services mostly to large blue-chip corporates and major accountancy firms. 89% (2016: 87%) of revenue was derived in the UK with the balance from Ireland.
Revenue from annually renewable software licences amounted to GBP13.5m (2016: GBP5.0m), representing 90% (2016: 86%) of total revenue. This revenue stream provides the Group with a strong recurring revenue model.
The acquisition of OSMO contributed GBP1.0m to total revenue, comprised of GBP0.8m from licences and GBP0.2m from professional services.
Gross profit amounted to GBP14.0m (2016: GBP5.4m) after accounting for cost of sales which comprised of directly attributable staff costs and third-party hosting costs. The corresponding gross margin is 93% (2016: 93%).
Operating costs
Total operating costs for the year were GBP14.2m (2016: GBP8.6m). The increase was largely driven by the full year impact of the operating costs of TCSL, the costs of OSMO since acquisition and the full year charge for amortisation and depreciation of GBP6.4m.
2017 2016
GBP'm GBP'm
------------------------------------- ------ ------
Other administrative expenses 7.1 2.7
Transaction and restructuring costs 0.7 3.3
Amortisation and depreciation 6.4 2.6
------------------------------------- ------ ------
Total operating costs 14.2 8.6
------------------------------------- ------ ------
Operating loss, EBITDA and Adjusted EBITDA
The operating loss for the year was GBP0.2m (2016: loss GBP3.2m).
The Directors use Adjusted EBITDA as a non-GAAP measure in order to assess the underlying performance of the Group and to incentivise management. This measure allows management and investors to compare performance without the potentially distorting effects of one-off items, non-operational items and the charge for non-cash share based payments. Adjusted EBITDA is defined as operating profit or loss before exceptional items, depreciation, amortisation and share-based payments.
Adjusted EBITDA amounted to GBP7.0m (2016: GBP2.7m) for the year. A reconciliation of operating loss to Adjusted EBITDA is as follows:
2017 2016
GBP'm GBP'm
------------------------------------- ------ ------
Operating loss (0.2) (3.2)
Amortisation and depreciation 6.3 2.6
------------------------------------- ------ ------
EBITDA 6.1 (0.6)
Share based payments 0.2 -
Transaction and restructuring costs 0.7 3.3
------------------------------------- ------ ------
Adjusted EBITDA 7.0 2.7
------------------------------------- ------ ------
Net finance costs
Net finance costs for the year amounted to GBP1.6m (2016: GBP0.8m), principally made up of interest payable on bank borrowings and unsecured loan notes of GBP1.2m (2016: GBP0.6m), together with a non-cash effective interest charge of GBP0.4m (2016 GBP0.2m) on the equity settled element of the cost of the loan notes.
Loss before tax
The Group reported a loss before tax of GBP1.9m in 2017 (2016: GBP4.0m). The loss for the year is after accounting for an amortisation and depreciation charge of GBP6.3m (2016: GBP2.6m) as a result of the significant value of intangible assets attributed to customer contracts and intellectual property rights.
Tax
The tax credit for the year was GBP1.4m (2016: GBP0.3m). The credit for 2017 was principally represented by adjustments in respect of prior years, which mainly arose from the submission of enhanced R&D tax claims.
Statutory loss after tax
The reported loss after tax was GBP0.5m (2016: loss GBP3.7m).
Earnings per share
Basic loss per share was 0.59p (2016: 9.82p).
OSMO acquisition
On 3 April 2017, the Company completed the acquisition of the entire issued share capital of OSMO for GBP3.2m settled by the issue of 4,701,492 ordinary shares of 1p each in the capital of the Company ("Ordinary Shares") at a price of 68p per share.
Long Term Incentive Plan and warrants
The Group's Long Term Incentive Plan ("LTIP") was established to incentivise certain directors and senior executives of the Group.
On 2 August 2017, the number of warrants issued to MXC Capital Limited ("MXC") was adjusted to reduce the entitlement of MXC to 4% of the fully diluted share capital, down from 6%, so that the pool available to management under the LTIP could be increased from 6% to 8% of shareholder value created.
The LTIP awards are structured as Growth Shares in Tax Systems Holdings Limited, a wholly owned subsidiary of the Company. Beneficiaries will share in a pool of up to 8% of shareholder value which is defined as the growth in value in the market capitalisation of the Company from the date of its re-admission to trading on AIM on 26 July 2016 as adjusted for further share issuance and capital returns if any. At the reporting date, LTIP awards equal to 8.0% (2016: 5.3%) of the growth in value have been made.
At 31 December 2017 MXC had warrants to subscribe for 3,362,641 Ordinary Shares (2016: 4,851,184 Ordinary Shares) at a price of 67p and 61p per share. The Company also has granted the Business Growth Fund ("BGF") an option to subscribe for 5,970,149 Ordinary Shares at a price of 67p.
The Board intends, in due course, to purchase a limited number of Ordinary Shares to set up a new LTIP scheme principally for the benefit of existing employees not included in the current scheme and staff either yet to join or who will become part of the Group by way of acquisition.
Cash flow and net debt
The Group generated GBP1.3m (2016: absorbed GBP2.8m) of cash during the year with the key components of the Group's cash flow being:
2017 2016
GBP'm GBP'm
------------------------------- ------ -------
Adjusted EBITDA 7.0 2.7
Exceptional items (0.7) (3.3)
Net change in working capital 0.6 0.5
------------------------------- ------ -------
Operating cash flow 6.9 (0.1)
Net interest paid (1.2) (0.3)
Tax paid (0.4) (0.4)
Capital expenditure (1.6) (0.4)
------------------------------- ------ -------
Free cash flow 3.7 (1.2)
Issue of shares - 43.8
Acquisitions 2.4 (74.0)
Cash inflow from borrowings - 29.5
Repayment of bank borrowings (4.8) (0.9)
------------------------------- ------ -------
Net change in cash flow 1.3 (2.8)
Cash at start of year 2.2 5.0
------------------------------- ------ -------
Cash at end of year 3.5 2.2
------------------------------- ------ -------
Conversion of Adjusted EBITDA to operating cash flow after exceptional items was 98%.
Net debt at 31 December 2017 amounted to GBP20.5m (2016: GBP24.4m) which comprised of the following:
2017 2016
GBP'm GBP'm
-------------------------- ------- -------
Term loans and revolving
credit facilities (14.3) (19.1)
BGF loan notes (10.0) (10.0)
-------------------------- ------- -------
Gross debt (24.3) (29.1)
Loan arrangement fees 0.3 0.5
Cash and restricted cash 3.5 4.2
-------------------------- ------- -------
Net debt (20.5) (24.4)
-------------------------- ------- -------
Kevin Goggin
Chief Financial Officer
Consolidated statement of comprehensive income
for the year ended 31 December 2017
2017 2016
Note GBP'000 GBP'000
---------------------------------------------------------- ----- --------- --------
Revenue 2 15,109 5,753
Cost of sales (1,138) (377)
---------------------------------------------------------- ----- --------- --------
Gross profit 13,971 5,376
Administrative expenses (14,205) (8,609)
---------------------------------------------------------- ----- --------- --------
Operating loss 3 (234) (3,233)
Finance income 14 26
Finance expense (1,661) (787)
---------------------------------------------------------- ----- --------- --------
Loss before income tax (1,881) (3,994)
Income tax 4 1,411 254
---------------------------------------------------------- ----- --------- --------
Loss for the year attributable to the owners of the
parent (470) (3,740)
Other comprehensive income that may be reclassified
subsequently to profit or loss:
Currency translation differences on consolidation (1) 61
---------------------------------------------------------- ----- --------- --------
Total comprehensive expense for the year attributable
to the owners of the parent (471) (3,679)
---------------------------------------------------------- ----- --------- --------
Loss per share attributable to owners of the parent
during the year (expressed in pence per share):
- basic and diluted 5 (0.59) (9.82)
---------------------------------------------------------- ----- --------- --------
2017 2016
Non-GAAP measure: Adjusted EBITDA GBP'000 GBP'000
---------------------------------------------------------- ----- --------- --------
Operating loss (234) (3,233)
Depreciation and amortisation 6,369 2,576
---------------------------------------------------------- ----- --------- --------
Operating profit/(loss) before share-based payments
and exceptional items 6,135 (657)
Share-based payments 188 38
Exceptional items 680 3,333
---------------------------------------------------------- ----- --------- --------
EBITDA(1) 7,003 2,714
---------------------------------------------------------- ----- --------- --------
(1) Adjusted EBITDA is defined as
operating profit or loss before
exceptional items, depreciation,
amortisation and share-based
payments.
Consolidated Statement of
Financial Position
as at 31 December 2017
2017 2016
Note GBP'000 GBP'000
ASSETS
Non-current assets
Property, plant and equipment 331 30
Intangible assets 6 79,481 81,135
Deferred tax assets 3 13
----------------------------------- ----- --------- ---------
79,815 81,178
----------------------------------- ----- --------- ---------
Current Assets
Trade and other receivables 3,173 2,880
Current tax assets 1,920 89
Restricted cash - 2,000
Cash and cash equivalents 8 3,468 2,200
----------------------------------- ----- --------- ---------
8,561 7,169
----------------------------------- ----- --------- ---------
Total assets 88,376 88,347
----------------------------------- ----- --------- ---------
LIABILITIES
Current Liabilities
Trade and other payables (2,995) (2,806)
Deferred income (6,855) (1,518)
Current tax liabilities (116) (165)
Provisions (24) -
Borrowings 9 (1,730) (1,730)
----------------------------------- ----- --------- ---------
(11,720) (6,219)
----------------------------------- ----- --------- ---------
Non-current liabilities
Provisions (33) -
Borrowings 9 (19,985) (24,293)
Deferred tax liabilities (9,359) (9,948)
----------------------------------- ----- --------- ---------
Total liabilities (41,097) (40,460)
----------------------------------- ----- --------- ---------
Net assets 47,279 47,887
----------------------------------- ----- --------- ---------
EQUITY
Capital and reserves attributable
to owners of the parent
Ordinary shares 10 807 760
Share premium 53,936 50,775
Foreign exchange translation
reserve 60 61
Other reserves 3,623 3,446
Accumulated losses (11,147) (7,155)
----------------------------------- ----- --------- ---------
Total equity 47,279 47,887
----------------------------------- ----- --------- ---------
Consolidated statement of changes
in equity
for the year ended 31 December 2017
Equity Share-based Foreign
Ordinary Share Other element payment Accumulated exchange Total
of
shares premium reserve loan reserve losses reserve equity
notes
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------- --------- -------- -------- -------- ------------ ------------ --------- --------
Balance
at 1 January
2016 4,419 3,655 444 - - (3,588) - 4,930
Loss for
the year - - - - - (3,740) - (3,740)
Other comprehensive
income - - - - - - 61 61
---------------------- --------- -------- -------- -------- ------------ ------------ --------- --------
Total comprehensive
(expense)/income - - - - - (3,740) 61 (3,679)
Issue of
Ordinary
shares (net
of expenses) 672 43,129 - - - - - 43,801
Restructuring
of share
capital (4,331) 4,331 - - - - - -
Recognition
of warrants - (340) 340 - - - - -
Fair value
of equity
element
of loan
notes - - - 2,624 - 173 - 2,797
Share-based
payments - - - - 38 - - 38
---------------------- --------- -------- -------- -------- ------------ ------------ --------- --------
Balance
at 31 December
2016 760 50,775 784 2,624 38 (7,155) 61 47,887
---------------------- --------- -------- -------- -------- ------------ ------------ --------- --------
Balance
at 1 January
2017, as
originally
reported 760 50,775 784 2,624 38 (7,155) 61 47,887
Change in
accounting
policy - - - - - (3,522) - (3,522)
---------------------- --------- -------- -------- -------- ------------ ------------ --------- --------
Balance
at 1 January
2017, as
restated 760 50,775 784 2,624 38 (10,677) 61 44,365
Loss for
the year - - - - - (470) - (470)
Other comprehensive
expense - - - - - - (1) (1)
---------------------- --------- -------- -------- -------- ------------ ------------ --------- --------
Total comprehensive
expense - - - - - (470) (1) (471)
Issue of
Ordinary
shares (net
of expenses) 47 3,150 - - - - - 3,197
Cancellation
of warrants - 11 (11) - - - - -
Share-based
payments - - - - 188 - - 188
---------------------- --------- -------- -------- -------- ------------ ------------ --------- --------
Balance
at 31 December
2017 807 53,936 773 2,624 226 (11,147) 60 47,279
---------------------- --------- -------- -------- -------- ------------ ------------ --------- --------
Cash flow statements
for the year ended 31 December
2017
2017 2016
Note GBP'000 GBP'000
---------------------------------------- ----- -------- ---------
Cash flows from/(used in) operating
activities
Cash generated by operations,
before exceptional items 7 7,540 3,230
Exceptional items (net) (680) (3,333)
---------------------------------------- ----- -------- ---------
Cash generated/(used) by operations,
after exceptional items 6,860 (103)
Net income tax paid (433) (393)
---------------------------------------- ----- -------- ---------
Net cash from/(used in) operating
activities 6,427 (496)
Investing activities
Acquisition of subsidiary, net
of cash acquired 2,384 (73,988)
Interest received 14 26
Purchases of property, plant and
equipment (351) (14)
Purchase and capitalisation of
intangible assets (1,249) (417)
---------------------------------------- ----- -------- ---------
Net cash generated from/(used
in) investing activities 798 (74,393)
Financing activities
Proceeds from issuance of ordinary
shares (net of expenses) - 43,801
Interest paid (1,171) (348)
Proceeds from long-term borrowings - 19,650
Repayments of long-term borrowings (4,800) (900)
Proceeds from loan notes - 9,852
---------------------------------------- ----- -------- ---------
Net cash (used in)/from financing
activities (5,971) 72,055
Net increase/(decrease) in cash
and cash equivalents 1,254 (2,834)
Cash and cash equivalents at beginning
of the year 2,200 5,027
Effect of exchange rate changes 14 7
---------------------------------------- ----- -------- ---------
Cash and cash equivalents at end
of the year 3,468 2,200
---------------------------------------- ----- -------- ---------
Notes
1. Basis of Preparation
The financial information presented in this preliminary announcement is extracted from, and is consistent with, the Group's audited financial statements for the year ended 31 December 2017.
The preliminary announcement for the year ended 31 December 2017 was approved by the Board of Directors on 20 April 2018. The financial information set out above does not constitute the Company's statutory accounts for the year ended 31 December 2017 or 2016 but is derived from those accounts. Statutory accounts for 2017 will be delivered in due course. The auditors have reported on those accounts; their report was unqualified and did not contain a statement under section 498(2) or (3) of the Companies Act 2006.
IFRS 15 'Revenue from Contracts with Customers'
The Company has reviewed the way that it accounts for revenue from contracts with customers and has early adopted the new reporting standard on revenue recognition, IFRS 15 'Revenue from Contracts with Customers'. The Company has applied a consequent change in accounting policy by using a modified retrospective approach in which the comparative results for 2016 have not been restated, instead a cumulative adjustment has been recognised through retained earnings at 1 January 2017 in relation to agreements which still required performance by the Company at that date. Further details in relation to the changes are set out in note 12.
2. Segemental information
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. During the year ended 31 December 2017, the Group had one single operating segment, being the provision of software and services to corporates and accountancy firms.
Geographical disclosures
In presenting information on the basis of geography,
revenue is based on the location of the customers.
Non-current assets are based on the geographical
location of those assets.
Revenues Non-current
assets
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------------- -------- -------- -------- -------- --------
United Kingdom 13,200 4,862 72,972 73,848
Ireland 1,909 891 6,840 7,317
---------------------------------------- -------- -------- -------- -------- --------
Total 15,109 5,753 79,812 81,165
---------------------------------------- -------- -------- -------- -------- --------
Revenues are disaggregated UK Ireland Total UK Ireland Total
by service and by geography
as follows:
2017 2017 2017 2016 2016 2016
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ -------- -------- -------- -------- -------- --------
Revenue from licenced
software solutions 11,851 1,672 13,523 4,175 763 4,938
Fees from professional
services 1,349 237 1,586 687 128 815
------------------------------ -------- -------- -------- -------- -------- --------
Total revenue 13,200 1,909 15,109 4,862 891 5,753
------------------------------ -------- -------- -------- -------- -------- --------
3. Operating loss
This is stated after charging: 2017 2016
GBP'000 GBP'000
-------------------------------- -------- --------
Depreciation 65 17
Amortisation 6,304 2,559
--------------------------------- -------- --------
Exceptional items comprise: 2017 2016
GBP'000 GBP'000
-------------------------------- -------- --------
Exceptional income (581) -
Restructuring costs 1,057 169
Acquisition related costs 204 3,164
--------------------------------- -------- --------
680 3,333
-------------------------------- -------- --------
4. Income tax
Recognised in the Statement
of Comprehensive Income
2017 2016
GBP'000 GBP'000
----------------------------------- -------- --------
Current tax
Current tax, overseas withholding
and other taxes 4 (199)
Adjustments in respect of prior 1,358 -
years
----------------------------------- -------- --------
Total current tax 1,362 (199)
------------------------------------ -------- --------
Deferred tax
Origination and reversal of
temporary differences (52) 453
Change in tax rates 101 -
Total deferred tax 49 453
------------------------------------ -------- --------
Total tax credit in the Statement
of Comprehensive Income 1,411 254
------------------------------------ -------- --------
5. Loss per share
Basic and diluted
Basic loss per share is calculated by dividing the loss attributable to owners of the parent by the weighted average number of Ordinary shares in issue during the year. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential shares, represented by the LTIP awards, warrants and convertible loan notes. As the Group was loss-making, any options and warrants were considered to be 'anti-dilutive' and, as such, there is no separate calculation for diluted loss per share.
Details of the loss and weighted average number of shares used in the calculation are set out below:
2017 2016
Weighted average number of shares: GBP'000 GBP'000
Basic 79,505 38,096
------------------------------------------------------------- -------- --------
GBP'000 GBP'000
Loss for the year attributable to the owners of the parent (470) (3,740)
------------------------------------------------------------- -------- --------
Loss per share: Pence Pence
Basic (0.59) (9.82)
------------------------------------------------------------- -------- --------
6. Intangible assets
Intellectual Capitalised
Customer property Software development
Goodwill contracts rights licences costs Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- --------- ---------- ------------- --------- ------------ --------
Cost:
As at 1 January 2017 24,927 43,475 14,875 - 417 83,694
Additions - - - 51 1,198 1,249
Acquisitions 1,810 645 946 - - 3,401
--------------------------- --------- ---------- ------------- --------- ------------ --------
As at 31 December
2017 26,737 44,120 15,821 51 1,615 88,344
--------------------------- --------- ---------- ------------- --------- ------------ --------
Accumulated amortisation:
As at 1 January 2017 - 1,882 644 - 33 2,559
Charge - 4,396 1,558 - 350 6,304
--------------------------- --------- ---------- ------------- --------- ------------ --------
As at 31 December
2017 - 6,278 2,202 - 383 8,863
--------------------------- --------- ---------- ------------- --------- ------------ --------
Net book value:
As at 1 January 2017 24,927 41,593 14,231 - 384 81,135
--------------------------- --------- ---------- ------------- --------- ------------ --------
As at 31 December
2017 26,737 37,842 13,619 51 1,232 79,481
--------------------------- --------- ---------- ------------- --------- ------------ --------
7. Reconciliation of net loss
to net cash used in operating
activities
2017 2016
GBP'000 GBP'000
--------------------------------------- -------- --------
Loss before income tax (1,881) (3,994)
Adjustments for:
Depreciation and impairments
to property, plant and equipment 65 17
Amortisation and impairments
to intangible assets 6,304 2,559
Share-based payments 188 38
Finance costs - net 1,647 761
---------------------------------------- -------- --------
Operating cash flows before movements
in working capital 6,323 (619)
Decrease/(increase) in receivables 268 (74)
Increase in payables 222 590
Increase in provisions 47 -
--------------------------------------- -------- --------
Cash generated/(used) by operations,
after exceptional items 6,860 (103)
Cash generated by operations,
before exceptional items 680 3,333
---------------------------------------- -------- --------
Cash generated by operations,
before exceptional items 7,540 3,230
---------------------------------------- -------- --------
8. Net (debt)/funds
2017 2016
GBP'000 GBP'000
-------------------------------------- --------- ---------
Cash at bank and in hand 3,468 2,200
Restricted cash and cash equivalents - 2,000
Bank loans and loan notes (21,715) (26,023)
Equity element of loan notes (2,225) (2,624)
--------------------------------------- --------- ---------
Net debt (20,472) (24,447)
9. Borrowings
2017 2016
GBP'000 GBP'000
-------------------------------- -------- --------
Due within one year
Bank loans 1,730 1,730
--------------------------------- -------- --------
Borrowings due within one year 1,730 1,730
--------------------------------- -------- --------
Due after one year
Bank loans 12,325 17,055
Loan notes 7,660 7,238
--------------------------------- -------- --------
Borrowings due after one year 19,985 24,293
--------------------------------- -------- --------
Total Borrowings 21,715 26,023
The Company entered into a GBP10,000,000 unsecured fixed rate loan notes agreement with the BGF with a 6.5 year term from 26 July 2016. Repayment will be made in four equal instalments semi-annually from 30 June 2021. The Company also granted the BGF an option to subscribe for 5,970,149 Ordinary Shares at a price of 67p at any time before 26 July 2023. In accordance with IAS 32, the loan notes and option issued to the BGF are deemed to be linked and are treated as a single financial instrument and shown at fair value. The fair value of the loan element was originally calculated at GBP7,203,000 using a discounted cash flow model over the term of the instrument and an effective borrowing rate of 13%, deemed by the Directors to be an appropriate market rate, reflecting the 6% coupon interest payments and the capital repayment profile of the loan notes. The balance of GBP2,797,000 was deemed to be the fair value of the equity element and was credited to Other Reserves.
10. Share capital and share premium
At 31 December 2017 the share capital of Tax Systems plc consisted of 80,703,381 (2016: 76,001,889) fully paid Ordinary shares with a nominal value of 1p per share. All shares are equally eligible to receive dividends and the repayment of capital and represent one vote.
On 26 July 2016, the Company issued 67,164,180 New Ordinary Shares with a nominal value of 1p at 67p each raising GBP45,000,000, before costs, as part of its funding of the acquisition of TCSL. At the same time the Company undertook a capital restructuring in order to reduce the number in shares in issue. The capital restructuring was effected by way of a consolidation, subdivision and reclassification of every 50 existing ordinary shares of 1p each into one new ordinary share of 1p each and one deferred share of 49p each. The deferred shares were then acquired by the Company and cancelled.
On 3 April 2017 the Company issued 4,701,492 Ordinary Shares for the acquisition of the entire share capital of OSMO.
11.Acquisitions
During the year the Company finalised the acquisition of TCSL and acquired the entire share capital of OSMO. Details of these acquisitions are set out below.
The cash flow in respect of acquisitions comprises the net recovery of the monies held as restricted cash at 31 December 2017, less the cash on acquisition of OSMO as follows:
2017
GBP'000
------------------------------------ --------
Recovery of restricted cash 2,000
Final costs of acquisition of TCSL (87)
Cash on acquisition of OSMO 471
-------------------------------------- --------
2,384
On 26 July 2016, the Company completed the acquisition of the entire share capital of TCSL, a leading supplier of tax software and services to the large corporate sector and the accounting profession in the UK and Ireland for an enterprise value of GBP73,000,000 settled entirely in cash from the proceeds from the equity placing of new ordinary shares, banking borrowings and loan notes. The acquisition constituted a reverse takeover under the AIM Rules for Companies. The acquisition method of accounting has been used as the Company is the acquirer, the consideration was paid wholly in cash and the former shareholders of TCSL exited the business on acquisition and have no interest in the enlarged group.
The acquisition had the following effect on the Group's assets and liabilities:
Provisional Fair Final
value
fair adjustments fair
value value
2017 2017 2017
GBP'000 GBP'000 GBP'000
Property, plant and equipment 33 - 33
Intangible assets 58,350 - 58,350
Cash 1,012 - 1,012
Trade and other receivables 2,782 - 2,782
Trade and other payables (3,447) (87) (3,534)
Corporation tax (269) - (269)
Deferred tax liabilities (10,388) - (10,388)
--------------------------------------- ------------ ------------ ---------
Total 48,073 (87) 47,986
--------------------------------------- ------------ ------------ ---------
Consideration 73,000 - 73,000
Fair value of net assets acquired (48,073) 87 (47,986)
--------------------------------------- ------------ ------------ ---------
Goodwill recognised 24,927 87 25,014
Consideration satisfied by:
- Cash consideration 73,000 - 73,000
- Escrow payment/(recovery) 2,000 (1,913) 87
- Cash and cash equivalents
acquired (1,012) - (1,012)
--------------------------------------- ------------ ------------ ---------
Total net cash outflow on acquisition 73,988 (1,913) 72,075
--------------------------------------- ------------ ------------ ---------
No adjustments for accounting policy alignments were required. The provisional fair values above represent those recorded at 31 December 2016. The fair value adjustments arose during the year and represent the adjustment to the final settlement of the escrow funds, which were treated as restricted cash at 31 December 2016.
GBP58,350,000 of customer related and intellectual property rights intangible assets were capitalised as part of the acquisition of TCSL and will be amortised over ten years. A deferred tax liability of GBP10,386,000 on the capitalisation of the intangible assets was created on acquisition.
OSMO Data Technology Limited
On 3 April 2017, the Company completed the acquisition of the entire share capital of OSMO, a supplier of software solutions to the financial services industry in return for the issue of 4,701,492 ordinary shares in the Company, which valued OSMO at GBP3,197,000.
OSMO contributed revenue of GBP1,027,000 and a loss after tax of GBP193,000 to the Group for the period from acquisition to 31 December 2017.
If the acquisition had occurred on 1 January 2017, combined Group revenue and loss after tax for the year would have been GBP15,420,784 and GBP500,000.
The Group made this acquisition in order to gain automation technology to extract data from accounting packages into its core tax technologies.
One-off costs relating to the acquisition of GBP204,000 have been recognised in the Consolidated Statement of Comprehensive Income within 'Exceptional items'.
The Directors made an initial provisional assessment of the fair values of the assets and liabilities at 3 April 2017. The acquisition had the following effect on the Group's assets and liabilities:
Provisional
fair
value
2017
GBP'000
------------------------------------- ------------
Property, plant and equipment 14
Intangible assets 1,591
Cash 471
Trade and other receivables 149
Trade and other payables (523)
Provisions (10)
Corporation tax 84
Deferred tax liabilities (302)
--------------------------------------- ------------
Total 1,474
--------------------------------------- ------------
Consideration 3,197
Fair value of net assets acquired (1,474)
--------------------------------------- ------------
Provisional goodwill recognised 1,723
--------------------------------------- ------------
Provisional consideration satisfied
by:
- Issuance of shares 3,197
- Cash and cash equivalents
acquired (471)
--------------------------------------- ------------
2,726
No adjustments for accounting policy alignments were required.
The intangible assets capitalised as part of the acquisition
of OSMO can be analysed as follows:
GBP'000
Customer relationships - amortised over ten years 645
Technology related intangibles - amortised over ten years 946
---------------------------------------------------------------- --------
1,591
The calculation of provisional fair values of consideration, assets and liabilities such as goodwill and intangible assets as well as the assessment of any impairment to fair values generally, involve estimations of likely future cash flows delivering from or accruing to those assets and liabilities.
Goodwill arose on this acquisition because the consideration paid effectively included amounts in relation to the benefit of expected synergies, revenue growth and future market development. These benefits are not recognised separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.
Judgement is also involved in selecting appropriate discount rates for determining the present value of those future cash flows. Final fair values may differ materially from those provisional values stated.
12. Adoption of IFRS 15 and change in accounting policy
The Group is a leading provider of corporation tax software and services in the UK and Ireland. The Group licences its proprietary tax compliance software to corporate customers and accounting and tax advisory practices to facilitate the tax compliance process - from data extraction, collection and management to compliance reporting through different calculation engines embedded in the Group's range of products.
Licenced software solutions
Customers predominantly enter into software licences to use the Group's software products. Software licenses are contractual arrangements whereby the customer purchases the right to continuously exploit the licenced functionality of the Group's products, including the right to be kept continuously updated and supported by the Group, over a fixed term of predominantly, 12 months.
Revenue from the sale of software licences, including the provision of access, continuous software upgrades and support represents approximately 90% of the group's revenues.
The sale of the software licence itself is not considered to be distinct from the provision of access and continuous software upgrades and support, which are not considered to be separate performance obligations. The Group's software licenses are therefore considered to be right of access arrangements with control of goods and services transferred to customers over the period of the contractual arrangement. The Group therefore considers that the delivery of access to software products constitutes a single performance obligation satisfied over time.
Professional services
The Group also derives revenues from the sale of professional services separate to its' licensed software products. The most significant components of professional services revenues are currently derived from iXBRL tagging and from projects involving implementation and installation management and the provision of technical support.
Revenue from the sale of professional services represents approximately 10% of the Group's revenues.
Contracts with customers for the sale of professional services are predominantly of a short duration and have specific outcomes which the Group considers to comprise its performance obligations. Contracts for the sale of professional services can be contracted on a time and materials or fixed fee basis. Revenue from both types of contract are recognised on fulfilment of the relevant performance obligation and are invoiced on the agreed basis; either time and materials or fixed fee.
The Group's revenues are disaggregated by service and geography as set out in note 5.
Accounting policy change
The Group has reviewed the way that it accounts for revenues from contracts with customers and has elected to early adopt the new reporting standard on revenue recognition, IFRS 15 'Revenue from Contracts with Customers'.
Following its review, the Company has changed its accounting policy with respect to revenue from the sale of software licences, including the provision of access, continuous software upgrades and support in order to recognise revenue evenly over the period of the licence. Previously the Group's accounting policy for the sale of software licences had been to recognise revenue predominantly on commencement of the licence period.
The new accounting policy most closely reflects the substance of the arrangements to provide access and services over the period of the licence.
Effect of accounting policy change
The Group has applied the change in accounting policy by using a modified retrospective approach as permitted by IFRS 15, in which the comparative results for 2016 have not been restated. Instead, a cumulative adjustment has been recognised through retained earnings at 1 January 2017 in relation to agreements which still required performance by the Group at that date as follows:
As previously Accounting Adjusted
reported adjustments Balance
GBP'000 GBP'000 GBP'000
----------------------------- -------------- ------------ ---------
Deferred tax asset 13 831 844
Trade and other receivables 2,880 412 3,292
Deferred income (1,518) (4,765) (6,283)
------------------------------ -------------- ------------ ---------
Deferred income will unwind through the Consolidated Statement of Comprehensive Income within a twelve month period and is expected to be replaced by a similar level of deferral into future periods.
If the acquisition of Tax Computer Systems Limited ("TCSL") had occurred on 1 January 2016 and IFRS 15 had been applied at that time, the revenue for TCSL would have been as follows:
2017 2016
GBP'000 GBP'000
Software 12,680 11,910
Professional services 1,402 979
------------------------- -------- --------
Proforma revenue 14,082 12,889
The following summary consolidated statements of comprehensive income and financial position summarise the impact of adopting IFRS15 on the Group for the year ended 31 December 2017:
Consolidated Statement of Comprehensive Without
Income
As adoption
reported of
2017 Adjustments IFRS
15
GBP'000 GBP'000 GBP'000
Revenue 15,109 333 15,442
Cost of sales (1,138) - (1,138)
----------------------------------------- ---------- ------------ ---------
Gross profit 13,971 333 14,304
Administration expenses (14,205) - (14,205)
----------------------------------------- ---------- ------------ ---------
Operating loss (234) 333 99
Finance income 14 - 14
Finance costs (1,661) - (1,661)
----------------------------------------- ---------- ------------ ---------
Loss before income tax (1,881) 333 (1,548)
Income tax 1,411 (63) 1,348
----------------------------------------- ---------- ------------ ---------
Loss for the year attributable
to owners of the parent (470) 270 (200)
Currency translation differences
on consolidation (1) - (1)
----------------------------------------- ---------- ------------ ---------
Total comprehensive expense for
the year attributable to owners
of the parent (471) 270 (201)
----------------------------------------- ---------- ------------ ---------
Consolidated statement of financial Without
position
As reported adoption
of
2017 Adjustments IFRS
15
GBP'000 GBP'000 GBP'000
------------------------------------- ------------ ------------ ---------
Non-current assets
Property, plant and equipment 331 - 331
Intangible assets 79,481 - 79,481
Deferred tax assets 3 - 3
------------------------------------- ------------ ------------ ---------
79,815 - 79,815
------------------------------------- ------------ ------------ ---------
Current assets
Trade and other receivables 3,173 - 3,173
Current tax assets 1,920 - 1,920
Cash and cash equivalents 3,468 - 3,468
------------------------------------- ------------ ------------ ---------
Total assets 88,376 - 88,376
------------------------------------- ------------ ------------ ---------
Current liabilities
Trade and other payables (2,995)) - (2,995)
Deferred income (6,855) 4,686 (2,169)
Current tax liabilities (116) (894) (1,010)
Provisions (24) - (24)
Borrowings (1,730) - (1,730)
------------------------------------- ------------ ------------ ---------
(11,720) 3,792 (7,928)
Non-current liabilities
Provisions (33) - (33)
Borrowings (19,985) - (19,985)
Deferred tax liabilities (9,359) - (9,359)
Total liabilities (41,097) 3,792 (37,305)
------------------------------------- ------------ ------------ ---------
Net assets 47,279 3,792 51,071
------------------------------------- ------------ ------------ ---------
Ordinary shares 807 - 807
Share premium 53,936 - 53,936
Foreign exchange reserve 60 - 60
Other reserves 3,623 - 3,623
Accumulated losses (11,147) 3,792 (7,355)
------------------------------------- ------------ ------------ ---------
Total equity 47,279 3,792 51,071
------------------------------------- ------------ ------------ ---------
Performance obligations
The Group's contracts with customers typically cover a period of 12 months. In the judgement of management, the Group satisfies the performance obligations under these contracts over time. The consideration for these contracts is agreed in advance with the customer and is fixed. Payment for software is typically made annually in advance.
A summary of contract balances in the year ended 31 December 2017 is as follows:
GBP'000
Revenue from agreements in progress
at 1 January 2017 recognised in the
current year 6,283
Contracts commenced in the year 15,526
Revenue from agreements entered into
in the current year deferred into
subsequent years at 31 December 2017 (6,700)
----------------------------------------- --------
Revenue recognised in the year ended
31 December 2017 15,109
----------------------------------------- --------
No practical expedients have been applied on transition to IFRS 15.
No amounts have been recognised in relation to assets derived from costs to obtain or fulfil customer contracts.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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