Final Results

RNS Number : 7405Z

Regenersis PLC

22 September 2015

 



22 September 2015

REGENERSIS PLC

FINAL RESULTS FOR THE YEAR ENDED 30 JUNE 2015

ANNOUNCEMENT OF BOARD CHANGES TO REFLECT INCREASING FOCUS ON DIGITAL SECURITY SOFTWARE

EXPLORING STRATEGIC ALTERNATIVES FOR THE AFTERMARKET SERVICES BUSINESS

ACQUISITION OF US ERASURE BUSINESS TABERNUS

Regenersis Plc (AIM:RGS.L, "Regenersis" or the "Group") is pleased to announce its final results for the year ended 30 June 2015.

Financial Highlights                      

·      Revenue increased by 2.6% to £202.6 million (2014: £197.5 million). Revenue in underlying currencies at constant exchange rates increased by 13.6%.

·      Headline Operating Profit ("HOP", as defined in note 16) increased by 40% to £15.4 million (2014: £11.0 million). HOP in underlying currencies at constant exchange rates increased by 52.7%.

·      Headline Operating Cash Flow (as defined in note 16) of £11.6 million (2014: £4.5 million) with headline cash conversion of 75.3% (2014: 40.9%).

·      Adjusted EPS (as defined in note 16) flat at 16.19p (2014: 16.16p), at constant currency increased by 11.9%. Basic EPS increased by 27.9% to 6.97p (2014: 5.45p).

·      Net cash at the year-end of £7.8 million (2014: £20.6 million), reflecting an aggregate spend of £20.3 million on M&A activity, capital expenditure, dividends and EBT share buybacks during the year.

·      Recommended final dividend of 3.35p per share (2014: 2.68p), raising the total dividend for the year by 25% to 5.0p (2014: 4.0p).

Operating Highlights

·      Blancco contributed revenue of £15.0 million (full year 2014 equivalent: £11.5 million) and HOP of £5.4 million (full year 2014 equivalent: £3.2 million), achieving pro forma revenue growth in underlying currencies at constant exchange rates of 40.9%.

·      Depot Solutions delivered revenue of £154.3 million (2014: £151.2 million), an increase of 2.1% (increase of 14.6% at constant exchange rates), with HOP of £8.6 million (2014: £8.1 million) up 6.2% (up 18.5% at constant exchange rates) and HOP margin increasing from 5.4% to 5.6%.

·      Digital Care increased its policy base from 0.2 million to 0.7 million during the year.

Post Year End Highlights

·      Trading in line with market expectations.

·      Acquisition of Tabernus for $12 million (£7.6 million), the market leading US erasure business, and second largest global provider behind Blancco, thus boosting Blancco's US presence and further strengthening its leading market position.

·      Announcement today of Board changes and exploration of various strategic options to maximise shareholder value including a potential sale of the Aftermarket Services business of the Group.

Matthew Peacock, Chairman of Regenersis, said

"As stated in the July 2015 trading update, the Board is focused on actions to maximise shareholder value. We are now exploring various strategic alternatives that may include the potential sale of our successful Aftermarket Services business. Any such sale would reposition the Group as a pure-play software business and enable a significant distribution of cash to shareholders. In this context we have appointed a CEO for each of the two distinct businesses we now hold in the Group (Aftermarket Services, and Digital Security Software, collectively representing 100% of the Group's business) and invited these individuals to join the Board as divisional CEOs. As Chairman this will allow me to focus on the delivery of value from this strategic initiative, after which I will complete the transition to being fully non-executive.

I am pleased to announce that Tom Skelton will join the Board as a Non-Executive Director from 1 October 2015.  Tom is a highly experienced US-based software CEO, and until recently also a Non-Executive Director of the leading UK software group Micro Focus International Plc. Upon this appointment Tom Russell, my partner in Hanover Investors, will resign from the Board.

90% of the Group's business is in a basket of non-Sterling currencies. In these currencies the Group delivered a strong performance this year across its businesses, which has been largely offset by the 11% increase in the revenue-weighted value of Sterling against this basket.

The highlight has been the performance of Blancco in its first full year as part of the Group.

I would like to thank our employees, clients and shareholders for their efforts and support over the past year."

Executive Chairman's Statement

I am pleased to report Regenersis' final results for the year to 30 June 2015.

Results

Revenue for the Group in the year was £202.6 million (2014: £197.5 million), an increase of 2.6%, while measured at constant exchange rates the growth was 13.6%.  Headline Operating Profit ("HOP") was £15.4 million (2014: £11.0 million), a rise of 40%, or 52.7% at constant exchange rates.

Adjusted earnings per share were 16.19p (2014: 16.16p).  Under constant currency, adjusted EPS grew by 11.9%.

Further details of these results, including the effect of currency movements, are contained in the Group Financial Review.

Software and Advanced Solutions

Divisional revenue of £48.3 million (2014: £46.3 million) showed a year on year increase of 4.3% (10.2% at constant exchange rates).  Divisional HOP of £12.0 million (2014: £7.5 million) showed a year on year increase of 60% (69.3% at constant exchange rates).

The activities of the Software and Advanced Solutions segment are presented below split between Digital Security Software, and Advanced Solutions: Other.

Digital Security Software

Digital Security Software includes the data erasure software business Blancco, and a 49% minority stake in Xcaliber Technologies ("Xcaliber"), a provider of smartphone diagnostic and issue resolution software. Blancco has fully integrated SafeIT, acquired in September 2014.

Blancco addresses the increasing Enterprise focus on information security, driven by many factors including high-profile data breaches and tough new regulation. Blancco delivers a unique data erasure proposition across the widest range of devices and network storage environments. For its clients, Blancco typically replaces existing data destruction approaches which are not permanent, certified, auditable, or centrally-managed, or which result in the physical destruction of valuable assets. The approach is relevant to materially all enterprises in the world, resulting in a multi-billion dollar target addressable market for the business. Blancco's data erasure revenues are more than seven times larger than those of its nearest competitor.

Since acquiring Blancco in April 2014, Regenersis has focused on building the new management team and strategy, strengthening the business through M&A, and on profitable revenue growth.

Blancco contributed revenue of £15.0 million (since acquisition in April 2014: £2.4 million; 2014 full year equivalent: £11.5 million) and HOP of £5.4 million (since acquisition in April 2014: £0.5 million; 2014 full year equivalent: £3.2 million) during the period. Annual revenue growth on a pro forma basis at constant exchange rates was 40.9%. Growth accelerated in the second half as expected, with revenue growth in the second half (versus the equivalent period in 2014) up 59%. Growth was driven by an increase in the number of clients and in erasure volumes especially on newer product sets including Blancco Mobile and Blancco Live Environment Erasure, and some targeted price increases.

Blancco engaged a new CEO in January 2015. Patrick J Clawson brings more than 20 years of experience in the security software sector. Previous roles include Chairman and CEO of enterprise firewall provider Cyberguard Corp, and Chairman and CEO of enterprise endpoint security provider Lumension. Since his appointment, Pat has made several other senior hires and relocated Software's headquarters from Finland to Atlanta, Georgia, where it is better positioned to address the US market and major IT sector partners, and where it is now co-located with Xcaliber. A video introducing Pat Clawson and the vision for the Blancco business is available here: http://www.regenersis.com/investors/reports-presentations.

Blancco acquired SafeIT for £1.4 million in September 2014, expanding its product portfolio into data centre and cloud erasure over networks, and has fully integrated this business.

In April 2015, Blancco was awarded a Europe-wide patent for its solid state drive (SSD) erasure method. In the company's view, this is the only universal method to reliably erase the broad range of different brands and models of SSD drive available in the market. SSD drives, typically used in premium-priced laptops and other IT equipment, are rapidly growing their share of the storage market. 

In 2016, Blancco's aim is to maintain its rate of progress in growing sales and is investing in scaling its team and operations.

Xcaliber focused in the second half of the financial year on successfully deploying its new contract with a major US carrier to deliver in-store diagnostics. This operation has performed well, providing a large-scale proven use-case and business case for the software, and resulting in opportunities for significant expansion in 2016. In 2015, Xcaliber also installed its software into the depot production facilities of the top mobile phone manufacturer in India. In 2016 Xcaliber is focused on winning clients and reaching profitability.

Xcaliber and Blancco together address two fundamental hygiene factors associated with using smartphones, maintaining device functionality and data security. In May 2015 Blancco launched an integrated smartphone diagnostic solution incorporating Xcaliber technology, targeted at clients who perform both data erasure and functionality tests on devices in a single high-volume process. This product is operating at large scale with a lead client in the APAC region and demand elsewhere is encouraging.

Advanced Solutions: Other

Advanced Solutions: Other includes Regenersis's Set Top Box diagnostics business which provides objective automated equipment test solutions including the In-Field Tester; and Digital Care, which provides smartphone accidental damage insurance programmes in partnership with insurance underwriters. We consider this business to be Aftermarket Services activity.

This business (Advanced Solutions: Other) in aggregate contributed revenue of £33.3 million (2014: £43.9 million), a decrease of 24.1%, reflecting the wind down and subsequent disposal of the Group's Recommerce business from the end of 2014. Recommerce delivered £16.0 million of revenue in 2014 and no significant revenue in 2015. Excluding Recommerce, the business achieved revenue growth of 22.2% in 2015.

Advanced Solutions: Other, in aggregate contributed HOP of £6.6 million (2014: £7.0 million), a decrease of 5.7%. Excluding the contribution of Recommerce in 2014 (revenue of £16 million and HOP of £1.6 million) HOP grew by 19.4%.

The Set Top Box Diagnostics businesses successfully scaled up a new site operation in Belgium in 2015, and grew its sales in the USA, but tested smaller overall volumes of boxes in the UK as a result of changes in the equipment base of its largest client. During the year the business also extended its contract with Liberty Global and, in a significant competitive win for the business, a new facility is under construction in Holland to take on the Western European volumes (principally from Holland and Germany) of this client. In 2016, the business will continue to focus on expanding business with its key clients in Europe and the USA.

In Digital Care, as expected, the focus was on successfully managing the ramp up of clients in Poland. The policy base grew from c.0.2 million at the start of the year to c.0.4 million at the end of H1 and c.0.7 million at the end of the year. The majority of growth in 2015 was driven by a single client, with other clients in preparation and pilot phases during the period. However new large-scale programmes went live for two major clients in June 2015, which will increase growth in 2016. In 2016 Digital Care will focus on scaling up successfully with existing clients in Poland and on winning new business in other countries.

Depot Solutions

Our Depot Solutions Division operates electronic repair and refurbishment around the world, and is one of the leading global operators in this field. We also consider this business to be Aftermarket Services activity.

Depot Solutions revenues were £154.3 million (2014: £151.2 million), an increase of 2.1% (increase of 14.6% at constant exchange rates). Headline Operating Profit of £8.6 million (2014: £8.1 million) increased by 6.2% (increase of 18.5% at constant exchange rates) and increased by 15.4% in the second half of the year compared to the equivalent prior period (30.8% at constant exchange rates). 

Two significant negatives affected financial growth in 2015: firstly the need to offset the impact of a strong pound sterling against our mostly non-sterling income, as shown above, and secondly the need to replace revenue lost when we closed our UK mobile business in 2014. Notwithstanding these headwinds, new business wins drove overall growth in revenue and HOP.

In the first half of the year business representing an estimated annual £32 million of revenue when implemented and fully operational was won. In the second half of the financial year, a further £16 million of revenue was won on the same basis. Business wins in the second half of the financial year included a large contract with a German insurer, a contract to deliver repairs for corporate clients of one of the largest global smartphone OEM, and several contracts with fast-growing Chinese OEMs.

Set against this progress as announced in July 2015, one of Regenersis's large clients intends to consolidate its European business with another supplier, which is anticipated to adversely impact Depot Solutions performance in the 2016 financial year.  This reflects an ongoing consolidation trend in the sector, of which Depot Solutions has frequently been a beneficiary in recent years.

Our new facilities in Lisbon, Memphis, Czech Republic and Moscow have scaled up as expected, creating a strong foundation for growth through 2016.

There was also continued investment in our advanced technical capabilities and global IT integration to differentiate and protect our future business, including an advanced LCD screen delamination/re-lamination and refurbishment facility in Romania, Europe's first facility of this type; introduction of B2B operations to the United States (Memphis); and installation of Xcaliber smartphone diagnostic systems in the Group's largest mobile phone repair facilities.

Since the beginning of calendar year 2015 the Depot Solutions Division has been focused on consolidating its new business and facilities, and reducing costs to improve underlying profitability. This remains the focus going into 2016.

Corporate actions and M&A update

In September 2014, Regenersis acquired 100% of the share capital of SafeIT Security Sweden AB ("SafeIT") for SEK 16.0 million (£1.4 million). SafeIT is a leading specialist cloud data erasure business in the emerging field of virtual, server, and data center remote erasure management. Its services and solutions help clients to pin-point and permanently erase data in complex virtual cloud environments. SafeIT and its product set have been fully integrated into Blancco, and this is expected to drive an exciting part of the growth of Blancco in 2016.

During the year, the Group has undertaken several separate small transactions to consolidate its ownership of the Blancco network, purchasing the remaining equity stakes in Blancco Sweden SFO, Blancco US LLC and Blancco Central Europe GmbH for a combined consideration of £1.2 million.

In July 2014, Regenersis increased its equity stake in Xcaliber to 49% by injecting US$3.25 million of cash funding into the business. Xcaliber and Blancco have several significant areas of synergy including the opportunity to launch bundled smartphone diagnostics and erasure propositions, and to share sales and operational resources. Together they represent a unique proposition to clients.

In September 2015, Regenersis acquired 100% of the share capital of Tabernus LLC and Tabernus Europe Limited (together "Tabernus"), a privately owned provider of software erasure. With the majority of its revenue in the USA, Tabernus is the USA market leader.  The consideration was $12 million (£7.6 million) comprising cash payment of $10 million (£6.3 million) funded through the Group revolver facility and a maximum of $2 million (£1.3 million) in deferred cash consideration payable after 2 years. On a trailing twelve month basis Tabernus had revenues of $3.0 million (£1.9 million), growing at strong double-digit rates, and an operating profit of $0.4 million (£0.3 million). Tabernus is the global number two competitor in software data erasure, further strengthening Blancco's global market position and expanding its product portfolio in certain attractive niches.

Strategy update  

The Group has evolved significantly in recent years and now comprises two main businesses (Digital Security Software, and Aftermarket Services) with distinct characteristics. To reflect this and with our strategic initiatives in mind, we have restructured executive leadership, with a CEO for each of these businesses, and the Board is now exploring various strategic alternatives that include the potential sale of the Aftermarket Services business.

1. Digital Security Software

The Group's software assets (including Blancco, SafeIT, Xcaliber and Tabernus) address the huge challenge for enterprises of maintaining usability and data security across a wide range of networked devices. These businesses are based on an intangible asset base and they have the benefit of scaling without a direct requirement for additional operational investment or complexity.

Blancco is the clear global market leader in a rapidly growing sector with an addressable market potentially comprising the entire global Enterprise market, as companies seek to improve security, reduce risk of data breaches, and ensure compliance with demanding regulations.

For this business the Blancco brand has significant value. For this reason a new Blancco Technology Group identity has been created, bringing Blancco to the fore but enabling Xcaliber and other future brands to exist alongside.

Patrick J Clawson has taken on the role of CEO of Blancco Technology Group. Patrick brings deep software and security sector experience and will focus on building a software business which grows rapidly and profitably. Should the Group transform into a pure software business it is likely that strategy would shift to invest more in growth and sector leadership, in line with common practice in the high-growth software sector.

2. Aftermarket Services (Depot Solutions and Advanced Solutions: Other)

The Aftermarket Services businesses (including the Depot Solutions Division and the Digital Care and Set Top Box diagnostics activities currently reported within Advanced Solutions) broadly address the problem of faulty and damaged hardware, requiring excellence in complex operational execution and building relationships with global clients. These businesses are based on a physical asset base.

Ian Powell has taken on the role of CEO of the Aftermarket Services business. Ian was previously Group Managing Director of Regenersis in the period 2011-2013. Ian brings an outstanding commercial focus to business leadership. He will focus on profitability and cash flow in the Depot Solutions business following a period of rapid change and expansion. He will also focus on maximising the value of the Digital Care and Set Top Box Diagnostic businesses, which provide the exciting growth ingredient to this business grouping.

Regenersis is one of the global market leaders in the aftermarket services sector. It is of strategic interest because of its unrivalled geographic footprint, high-quality client list, and innovative higher-margin service propositions (including Set Top Box Diagnostics and Digital Care). Investment bank William Blair have been appointed to advise on strategic options.

Leadership update

The Group has appointed a CEO for each of the two businesses, Digital Security Software and Aftermarket Services. As Chairman this will allow me to focus on delivery of shareholder value from our strategic initiatives and the potential transformation of the group to a pure software business. We expect to conclude this initiative by March 2016, after which I will complete the transition to being fully Non-Executive.

I am pleased to welcome the two divisional CEOs, Ian Powell (CEO Aftermarket Services) and Patrick J. Clawson (CEO Digital Security Software) to the Group Board.

I am delighted to welcome Tom Skelton to the group Board as a Non-executive director from 1 October 2015. Tom is a highly experienced software CEO and currently leads Surescripts, a market leading US software business which enables over six billion annual e-prescriptions and other healthcare transactions in the USA. Since 2006 he has been a Non-executive director of leading UK software business Micro Focus International Plc. Tom will bring deep software sector experience and insight to the board. I would like to thank Tom Russell, my partner at Hanover Investors, who steps down from the board at this time, for his contributions.

Outlook

Trading in the current financial year to date, and outlook for the remainder of the year, are in line with expectations.

Following 18 months of intensive organic and M&A activity since acquisition, Blancco is a much larger and stronger business, with a high quality US-based management team, exciting new products, an even stronger market position, and a substantially increased revenue base. Blancco is expected to continue to grow revenue and profits rapidly in FY16.

The Aftermarket Services business (including Depot Solutions, Digital Care and Set Top Box diagnostics) is solidly placed and the Group is strongly positioned financially to pursue the potential strategic process identified.

The Board aims to successfully conclude its exploration of strategic alternatives by March 2016, at which point the Board would transition from the current interim arrangement to having a single Group CEO.

In this process the Board is focused on both the delivery of shareholder value and a significant return of cash to shareholders.

Enquiries:

Regenersis Plc                                                                                                                  [phone]

Matthew Peacock, Executive Chairman

Jog Dhody, Chief Financial Officer

Peel Hunt LLP (Nomad and Joint Broker)                                                              [phone]

Richard Kauffer

Edward Fox

Panmure Gordon (UK) Limited (Joint Broker)                                                     [phone]

Dominic Morley

Charles Leigh Pemberton

William Blair International Limited (Financial Advisor)                                 [phone]

Matt Gooch

Oliver Parker

Tulchan Communications (PR Advisor)                                                                  [phone]

Tom Murray

Victoria Huxster

Results

Summary:

·     Revenue of £202.6 million (2014: £197.5 million, growth 2.6%);

·     Headline Operating Profit before corporate costs of £20.6 million (2014: £15.6 million, growth 32.1%);

·     Headline Operating Profit after corporate costs of £15.4 million (2014: £11.0 million, growth 40.0%);

·     Headline Operating Profit on constant currency basis of £16.8 million (2014: reported HOP £11.0 million, growth 52.7%);

·     Headline Operating Profit margin of 7.6% (2014: 5.6%).

Operating profit was £5.6 million (2014: £0.5 million). Increased Headline Operating Profit and reduction of exceptional acquisition and restructuring costs relative to prior year contributed to this increase.

Headline Operating Cash Flow was £11.6 million (2014: £4.5 million) with a cash conversion of 75.3% (2015: 40.9% conversion) relative to Headline Operating Profit.  Net cash at the end of the period was £7.8 million (June 2014: £20.6 million).

Key financials				2015	2014
				£'m	£'m
Revenue				202.6	197.5
Headline Operating Profit before corporate costs				20.6	15.6
Headline Operating Profit after corporate costs				15.4	11.0
Operating profit				5.6	0.5
Headline Operating Profit margin % before corporate costs				10.2%	7.9%
Headline Operating Profit margin %				7.6%	5.6%
Corporate costs %				2.6%	2.3%
Operating profit %				2.8%	0.3%

Segmental Results

		Revenue		Headline Operating Profit		HOP Margin %
		2015	2014	2015	2014	2015	2014
		£'m	£'m	£'m	£'m
Depot Solutions		154.3	151.2	8.6	8.1	5.6%	5.4%
Software		15.0	2.4	5.4	0.5	36.0%	20.8%
Advanced Solutions		33.3	43.9	6.6	7.0	19.8%	15.9%
Software and Advanced Solutions		48.3	46.3	12.0	7.5	24.8%	16.2%
Total Group		202.6	197.5	20.6	15.6	10.2%	7.9%
Corporate costs		-	-	(5.2)	(4.6)
Group		202.6	197.5	15.4	11.0	7.6%	5.6%

Depot Solutions Division

The Depot Solutions Division provides the Group's geographic infrastructure and core repair service, focusing on continuous improvement, common operating practices and IT platforms, and efficiency.  It includes the operations in UK (excluding Glenrothes), Germany, Poland, Romania, Turkey, South Africa, Spain, Argentina, Mexico, India, Portugal, Russia, USA, and the Czech Republic.

Revenue increased from £151.2 million to £154.3 million as a result of volume growth across most of the existing sites as well as the expansion of new sites in the USA and the Czech Republic.

Headline operating profit increased by 6.2% to £8.6 million, with an increase in margin from 5.4% to 5.6%.

Financial and operational highlights included:

·     Poland continued to win and implement new work with a number of operators and OEMs, including HTC, Samsung and Vodafone, and was able to service more complex repair services on a range of products. Volumes from a major OEM already decreased significantly in 2015 compared to 2014, and the recent loss of this client contract will again adversely impact volumes in 2016 compared to 2015, although this is expected to be mitigated by growth from other clients.

·     Spain strengthened its position as a preferred partner of OEMs and insurance accounts. The loss of Nokia in the site will impact performance in 2016, although a number of smaller new contracts have been identified and won, which will commence in 2016.

·     Portugal increased its volumes from Vodafone. Further accreditations obtained during the year have begun to broaden the customer base, a trend which is expected to develop further in 2016.

·     Germany expanded and diversified its business in the year, winning several new B2B contracts and being accredited to process IPhone repairs. Expansion of European B2B has been partly served by new operations opened in the Czech Republic in April 2014.

·     Russia (where the joint venture partner was bought out in 2014) has moved from an initial break-even position to make a positive contribution in 2015, with growth in B2B volumes as well as the addition of other OEM clients. The opportunities for expansion are strong.

·     India has shown growth since acquisition in the prior year, diversifying into higher margin tablet repairs.

·     The US operation, opened during the year and focused on B2B work, has made good initial progress.

Software and Advanced Solutions Division

The Software businesses include:

·     Blancco, acquired in April 2014, is the global market leader data erasure software.

·     Xcaliber Technologies, a smartphone diagnostics software business. The Group increased its stake in this business from 15% to 49% in July 2014.

The Advanced Solutions: Other businesses include:

·     Set Top Box activities in Glenrothes.

·     Set Top Box Diagnostics globally, including the In Field Tester business and other remote diagnostics capabilities covering other countries including the USA, South Africa and Belgium.

·     The Digital Care Insurance program business which launched in 2013, with activities principally in Poland.

The Software and Advanced Solutions segment increased revenue to £48.3 million (2014: £46.3 million), driven by the acquisition of Blancco. Exit from Recommerce, which ceased trading in June 2014, negatively affected revenues and headline operating profit in 2015 compared to the prior year.

Headline Operating Profit was £12.0 million, at a margin of 24.8%, compared to a margin of 16.2% in 2014. The Headline Operating Profit margin has improved reflecting the relatively faster growth of the higher margin Digital Care and Software businesses.

Financial and operational highlights included:

·     The launch of a site in Belgium servicing the country's main cable operator, delivering Set Top Box test and refurbishment solutions.

·     Liberty Global is seeking to consolidate its aftermarket supplier base and Regenersis was selected as one of two primary partners to service Europe, and is participating in technology design for future flagship Set Top Box and model/gateway products.  We have begun construction of a new client-colocated operation in the Netherlands to support this client.

·     In North America the rate of growth of expansion with AT&T slowed in 2015, which we believe was driven by this client's focus on its very large acquisition of DirectTV, completed in July 2015. The pipeline of other set-top box diagnostics opportunities in the US improved in 2015.

·     Digital Care moved from its pilot phase to full-scale operations in 2015, experiencing rapid growth. At year end the policy base was over 700,000 policies with key customers being Orange, Polkomtel and T-Mobile. Volume growth was driven by Orange in 2015, with the latter two clients moving from pilot to full-scale programs in July 2015.

·     New business opportunities for Digital Care have been identified in several countries.

·     Blancco has enhanced its portfolio of products, both through internal development including the release of a new mobile erasure product and a new version of its core IT erasure suite, and through the acquisition of the SafeIT business in September 2014. This product replaces and significantly improves upon a third party product previously resold by Blancco.

·     Acquisition of SafeIT, the leading specialist cloud and networked data erasure business. SafeIT and its product set have been fully integrated into Blancco, and this is expected to drive an exciting part of the growth of Blancco in 2016. Blancco previously resold SafeIT technology.

·     Blancco continues to grow internationally. During the year there was investment in Sweden, Germany and the USA which are now owned 100% by the Group.

·     Xcaliber Technologies ran trials of its smartphone diagnostic solutions with several clients and secured as a result its first significant contracts in 2015, including a contract for its SmartChk in-store kiosk diagnostic solution for over 200 stores of a large mobile operator in the USA, and a contract for its SmartChk device-pre-installed diagnostic solution for a major mobile phone OEM in India.

Blancco Key Figures

				30 June 2015	30 June 2014	30 June 2013
£'m				GBP	GBP	GBP
Revenue				15.0	11.5	8.6
Headline Operating Profit				5.4	3.2	2.9

IFRS revenue recognition required an accounting policy change for Blancco upon acquisition, to defer the revenue earned on software subscriptions - which have a defined term - over the term of the contract. This one-off negative impact on revenue has been absorbed in 2015. From 2016 onwards, outflow from new revenue deferrals will be largely offset by inflow from previous-year revenue deferrals.

Corporate Costs

Corporate costs of £5.2 million (2014: £4.6 million) increased slightly, growing from 2.3% to 2.6% of group revenue, driven significantly by the strength of Sterling, which comprises a large fraction of the corporate cost base.

Currency Hedging Activities and Constant Currency 

One of the risks that the Group faces by doing business in overseas markets is currency fluctuations. In order to manage the Group's currency fluctuations, the CFO conducts a quarterly review of the Group's currency hedging activities and a formal recommendation for any changes is made to the Board every half year.  

The strength of the Sterling relative to the functional currencies of the Group increased during the current period. The Euro and the Polish Zloty (which together make up 55% of the Group's HOP before corporate costs) weakened versus Sterling over the current period, depreciating by 12.8% and 14.1% respectively over the previous 12 months.  The other Emerging Market currencies in which the Group transacts have depreciated by 11.1% on average.

	30 June 2015	31 December 2014	30 June 2014
Euro (EUR)	1.41	1.33	1.25
Polish Zloty (PLN)	5.92	5.44	5.19

A reconciliation of actual results to results restated at expected exchange rates is presented below:

		Year ended 30 June 2015	Year ended 30 June 2015
		Actual	Constant
		Results	Currency
		£'million	£'million
Revenue		202.6	224.2
Gross profit		53.6	59.0
Group HOP before corporate costs		20.6	22.3
Group HOP after corporate costs		15.4	16.8
Software and Advanced Solutions Revenue		48.3	51.0
Depot Solutions Revenue		154.3	173.2
Software and Advanced Solutions HOP		12.0	12.7
Depot Solutions HOP		8.6	9.6
Adjusted EPS (pence)		16.19	18.09
Basic EPS (pence)		6.97	8.72

The Group implements forward contracts for payments and receipts, where the amounts are large, are not denominated in the local country's functional currency, where the timing is known in advance, and where the amount can be predicted with certainty.  In addition the Group undertakes natural hedges by structuring and paying future earn-outs on acquisitions in the target company's local currency.

The Group has a mix of business across 22 different territories and this provides some degree of smoothing of currency movements in any one country through a portfolio effect.  The cash and loan balances held in different currencies provide a natural hedge.

However the Group does not undertake any cash flow or profit hedging activities to insulate from currency movements in respect of overseas earnings, specifically the conversion of its largely non-Sterling generated income into the Group's reporting currency, Sterling.

No other hedging activities are undertaken in respect of tangible and intangible fixed assets, working capital (such as stock, debtors, or creditors), or other balance sheet items, as these are generally small in nature in any one individual country. 

Mergers and Acquisition activity

M&A focus in FY15 has been on enhancing the Software and Advanced Solutions portfolio.

Acquisition of SafeIT

On 2 September 2014 the Group completed the acquisition of 100% of the issued share capital of SafeIT Security Sweden AB ("SafeIT") for a consideration of €1.8 million (£1.4 million).

SafeIT, a company headquartered in Stockholm, Sweden, is the world's leading provider of data erasure in networked and cloud storage environments. SafeIT is a technology and development partner of VMware, Microsoft, IBM and HP. 

Acquisition of Tabernus

In September 2015, Regenersis acquired 100% of the share capital of Tabernus LLC and Tabernus Europe Limited, a privately owned provider of software erasure. With the majority of its revenue in the USA, Tabernus is the USA market leader.  The consideration was $12 million (£7.6 million) comprising cash payment of $10 million (£6.3 million) funded through the Group revolver facility and a maximum of $2 million (£1.3 million) in deferred cash consideration payable after 2 years. On a trailing twelve month basis Tabernus had revenues of $3.0 million (£1.9 million), growing at strong double-digit rates, and an operating profit of $0.4 million (£0.3 million). Tabernus is the global number two competitor in software data erasure, further strengthening Blancco's global market position and expanding its product portfolio in certain attractive niches.

Acquisition of Non-controlling Interest in Blancco Sales Offices

Blancco has historically adopted a local minority-partner approach to entering new territories. In 2015, Blancco bought out its partners in three territories, the USA, Germany, and Sweden:

·     USA - On 30 September 2014, the Group acquired the remaining 40% of the share capital of Blancco US LLC for a cost of $1.2 million (£0.7 million).  There is no earn-out.

·     Germany - On 30 June 2015, the Group acquired the remaining 20% of the share capital of Blancco Central Europe GmbH for a cost of €0.4 million (£0.3 million). There is no earn-out.

·     Sweden - On 2 September 2014, the Group acquired the remaining 25% of the share capital of Blancco Sweden SFO own for an initial cost of SEK 2.8 million (£0.2 million).  The acquisition also includes an earn-out for the period to March 2016 and March 2017 based upon growth metrics above pre-agreed target revenue.  The estimated cash outflow at the time of this report is estimated at £0.8 million on 31 March 2016 and £1.4 million on 31 March 2017.

Investment in Xcaliber

On 25 July 2014 the Group acquired 34% of the issued share capital of Xcaliber Technologies LLC ("Xcaliber") for a consideration of $3.3 million (£1.9 million) bringing the Group's share to 49%. Xcaliber is a US based smartphone diagnostics software business.

Disposal of Regenersis Recommerce Limited and Regenersis Sweden AB

Regenersis entered the business of remarketing smartphones in Europe in 2013, and expanded rapidly and profitably in 2014. However the sector did not evolve as originally expected, notably in terms of increased competitive intensity and a drop in insurance-sector demand for refurbished devices, and the Board decided to exit this activity from the end of 2014. On 8 June 2015 the Group disposed of its 100% interest in Regenersis Recommerce Ltd and Regenersis Sweden AB. This resulted in a non-cash loss on disposal of these legal entities of £1.5 million.

EBT Share Buy Back

The Employee Benefit Trust purchased a total of 1,650,000 Shares, by way of the purchase of:

·     800,000 shares, at an average price of 230.8 pence per share and at a total price of £1.8 million,  on 14 January 2015;

·     200,000 shares, at an average price of 241.5 pence per share and at a total price of £0.5 million, on 16 January 2015;

·     150,000 shares, at an average price of 200.0 pence per share and at a total price of £0.3 million, on 19 March 2015; and

·     500,000 shares, at an average price of 205.0 pence per share and at a total price of £1.0 million, on 26 March 2015.

The total cash outflow associated with the share buy backs throughout the period was £3.6 million and the EBT now holds 2,467,394 shares. 

The figure of 79,022,599 Ordinary Shares should therefore continue to be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of Regenersis under the FSA's Disclosure and Transparency Regime.

The figure of 76,555,205 Ordinary Shares may therefore be used by Shareholders in the basic EPS calculation.

The Operating Matrix

The Group has a footprint of 21 depot sites, operates in 22 territories and employs over 4,200 people. We have continued to fill the operating matrix with 8 new product/service line combinations in the last 12 months, achieving a total of 48 combinations.

This matrix of geographies and products is important, firstly, because it is how we leverage and build on our strengths, assets and relationships and, secondly, it is how we translate our strategy for growth in Depot Solutions and Software and Advanced Solutions into action on the ground. 

Exceptional Acquisition and Restructuring Costs

The Group undertook a large number of relatively small but complex acquisitions in 2015. Acquisition costs amounted to £3.0 million (2014: £5.0 million) with the largest costs relating to the acquisition of Blancco in 2014, the acquisition of SafeIT, investment in Xcaliber, buy-out of minority partners in Blancco sales offices, and the due diligence stage of the Tabernus acquisition.

Exceptional restructuring costs amounted to £0.7 million (2014: £4.4 million) and related primarily to finalisation of the restructuring activities carried out in the second half of the previous financial year.

Amortisation of Acquired Intangibles and R&D Expenditure

Amortisation of intangible assets was £3.3 million (2014: £0.6 million).  This included both the amortisation of acquired intangibles arising from business combinations and the amortisation of R&D expenditure. The cost has increased in the year primarily due to a full year of amortisation of the Blancco intangible assets, including the brand name and intellectual property.

Share Based Payments

Share based payments charge was £0.5 million (2014: £0.7 million) and reflects the straight line accounting charge required for the incentive share plans established in prior periods. The charge has reduced this year due to a reduction in fair value of payout for options which have vested but remain outstanding.

On 30 June 2015, new Long Term Incentive Plans were approved by the Remuneration Committee for Senior Management (not Executive Directors on the PLC Board). Details of these schemes can be found in note 33 in the Notes to the Accounts.

Net Financing Income

Net financing income was £1.2 million (2014: £2.4 million). Income arose from the revaluation and resulting reduction in value of the Group's contingent consideration payable on two acquisitions made in prior periods: Digicomp and HDM. This revaluation resulted in a non-cash profit of £3.3 million (2014: £4.7 million).

Total finance costs in the year were £2.3 million (2014: £2.4 million).  This includes the unwinding of the discount factor on outstanding contingent consideration of £0.9 million (2014: £1.1 million). Invoice financing facility charges were £0.2 million (2014: £0.2 million). Interest costs for the Revolving Credit Facility and other costs were £1.2 million (2014: £1.1 million).

Taxation

The total tax charge was £1.7 million (2014: £0.4 million credit).  The increase in tax charge is driven by the higher profits generated by the Software segment, which are taxed in higher tax jurisdictions than the rest of the Group.

Earnings Per Share

Adjusted earnings per share were constant at 16.19 pence (2014: 16.16 pence).

Basic EPS increased by 27.9% to 6.97 pence (2014: 5.45 pence).

Cash Flow

	2015	2014
	£'m	£'m
Operating cash flow before movement in working capital and exceptionals	18.3	14.1
Movement in working capital and exceptionals	(4.9)	(8.6)
Movement in provisions	(1.8)	(1.0)
Headline Operating Cash Flow	11.6	4.5
Net interest payments	(0.8)	(0.7)
Tax paid	(1.0)	(0.8)
Acquisition, exceptional payments and other movements	(2.9)	(8.7)
Operating cash flow	6.9	(5.7)
Capital expenditure	(7.3)	(6.7)
Acquisition of subsidiaries, associates and other investments, net of cash acquired	(4.4)	(51.1)
Net cash flow from share issues, option vesting and dividend payments	(6.9)	89.3
Other movements	(1.1)	(3.3)
Net (decrease)/increase in cash and cash equivalents	(12.8)	22.5
Net cash	7.8	20.6

Headline operating cash flow of £11.6 million (2014: £4.5 million) and operating cash inflow of £6.9 million (2014: outflow of £5.7 million), were both higher than in previous periods primarily due to the increased cash flow contribution from Software and Advanced Solutions.

Net cash at the end of the period was £7.8 million (2014: £20.6 million). Significant cash was deployed in EBT buy backs (£3.6 million), dividend payments (£3.4 million), and M&A activity (£6.1 million).

Working capital increased by £4.9 million. Drivers of working capital expansion included revenue growth, the investment in growing new sites, the continuing shift in the Group's mix of business towards Emerging Markets, which typically have longer receivables cycles, pressure from some larger clients to secure longer credit terms from Regenersis, and pressure from certain suppliers (who are often also clients of Regenersis) tightening their invoicing and collection processes. In managing these effects, the Group improved working capital management on stock and debtors in most locations and continued limited use of invoice financing facilities.

The key working capital metrics that are monitored are:

·     Debtor days which decreased to 55 days (2014: 64 days);

·     Stock days which decreased to 36 days (2014: 37 days);

·     Creditor days which increased to 49 days (2014: 47 days).

Tax paid was £1.0 million (2014: £0.8 million).

Net interest paid was £0.8 million (2014: £0.7 million). 

The Group has continued to invest in differentiating its services and strengthening its platform for long term profitable growth. Capital expenditure and R&D increased to £7.3 million (2014: £6.7 million). Expenditure on tangible assets, including leasehold improvements and technical equipment, and software licences amounted to £3.3 million (2014: £3.8 million).

Capital development expenditure on R&D activities amounted to £4.0 million (2014: £2.9 million) and comprised further investment in:

·     Software - Predominantly in the Blancco business, including the new mobile erasure product launched in 2015, and also a major new version of the core Blancco erasure software, Blancco 5.0.

·     Set Top Box - Predominantly in the continued development and localisation of diagnostic tools; as well as development for new video transmission technology such as the move towards 4K transmission.  These activities are carried out in Glenrothes.

·     Mobile - Predominantly in the continued development of screen re-lamination/lamination technology of mobile phone screens for use with larger displays and other OEM device types.  These activities are carried out in Romania.

Net Cash

Year end net cash comprised gross borrowings of £4.6 million denominated in Sterling and Euros (2014: £0.7 million), cash and cash equivalents of £12.1 million (2014: £20.8 million) and deferred arrangement fees of £0.3 million (2014: £0.5 million).

Dividend

In line with our stated dividend policy, the Board is recommending a final dividend of 3.35 pence per ordinary share to be paid on 3 December 2015 to shareholders on the register on 6 November 2015.  This gives a full year dividend of 5.0 pence per ordinary share, which is a 25% increase on the prior year.

Post Year-end Events

Banking facility

In September 2015, the Group extended the term of its banking facility with HSBC from October 2016 to October 2019. The covenants were unchanged.

All banking covenants have been passed and show significant headroom for the foreseeable future.

Acquisition of Tabernus

On 2 September 2015, the Group completed the acquisition of 100% of the share capital of Tabernus LLC and Tabernus Europe Limited (together "Tabernus") for an initial consideration of $10.0 million (£6.3 million).

 

Consolidated Income Statement

			2015	2015	2014	2014
	Note		£'000	£'000	£'000	£'000
Group revenue	2			202,564		197,482
Headline Operating Profit				15,426		10,965
Acquisition costs	3			(3,041)		(5,044)
Exceptional restructuring costs	4			(678)		(4,351)
Amortisation of intangible assets				(3,349)		(589)
Share-based payments				(531)		(658)
Group Operating Profit before disposal of subsidiaries				7,827		323
Loss on disposal of subsidiaries	11			(1,456)		-
Group Operating Profit				6,371		323
Share of results of equity accounted investment				(746)		(100)
Profit on disposal of equity accounted investment				-		240
Operating profit from continuing operations				5,625		463
Revaluation of contingent consideration			3,302		4,695
Other finance income			143		86
Finance income	6			3,445		4,781
Unwinding of discount factor on contingent consideration			(934)		(1,063)
Other finance costs			(1,339)		(1,311)
Finance costs	6			(2,273)		(2,374)
Profit before tax				6,797		2,870
Taxation				(1,680)		381
Profit for the year	5			5,117		3,251
Attributable to:
Equity holders of the Company				5,404		2,975
Non-controlling interest				(287)		276
Profit for the year				5,117		3,251
Earnings per share
Basic	7			6.97p		5.45p
Diluted	7			6.97p		5.41p

Consolidated Statement of Comprehensive Income

			2015	2014
			£'000	£'000
Profit for the year			5,117	3,251
Other comprehensive income - Amounts that may be reclassified to profit or loss in the future:
Exchange differences arising on translation of foreign entities			(3,786)	(3,403)
Total comprehensive income/(expense)  for the year			1,331	(152)
Attributable to:
Equity holders of the Company			1,618	(428)
Non-controlling interests			(287)	276
Total comprehensive income/(expense) for the year			1,331	(152)

Consolidated Balance Sheet	Note		2015 £'000	2014 £'000
Assets
Non-current assets
Goodwill			83,157	81,791
Other intangible assets			27,041	28,479
Equity accounted investments			1,850	10
Other investments			61	745
Property, plant and equipment			6,355	5,341
Deferred tax			622	1,182
			119,086	117,548
Current assets
Inventory			9,480	10,137
Trade and other receivables			34,556	37,742
Cash			12,143	20,795
			56,179	68,674
Total assets			175,265	186,222
Current liabilities
Trade and other payables			(40,471)	(44,330)
Contingent Consideration			(1,734)	-
Provisions			(373)	(792)
Income tax payable			(642)	(1,476)
			(43,220)	(46,598)
Non-current liabilities
Borrowings	14		(4,357)	(194)
Contingent consideration			(3,994)	(6,358)
Provisions			(1,028)	(2,659)
Total liabilities			(52,599)	(55,809)
Net assets			122,666	130,413
Equity
Ordinary share capital			1,581	1,581
Share premium			51,737	121,737
Merger reserve			4,034	4,034
Translation reserve			(7,115)	(3,329)
Retained earnings			72,191	5,820
Total equity attributable to equity holders of the Company			122,428	129,843
Non-controlling interests			238	570
Total equity			122,666	130,413

The financial statements were approved by the Board of Directors and authorised for issue on 21 September 2015.

They were signed on its behalf by:

Matthew Peacock                                                           Jog Dhody

Executive Chairman                                                       Chief Financial Officer

Company number: 05113820

Consolidated Statement of Changes in Equity

	Share capital	Share premium	Merger reserve	Translation reserve	Retained earnings	Non-controlling interest reserve	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Balance as at 30 June 2013	994	26,592	3,088	74	8,650	-	39,398
Comprehensive income:
Profit for the year	-	-	-	-	2,975	276	3,251
Other comprehensive income:
Exchange differences arising on translation of foreign entities	-	-	-	(3,403)	-	-	(3,403)
Transactions with owners recorded directly in equity:
Issue of share capital	587	95,145	946	-	-	-	96,678
Recognition of share based payments	-	-	-	-	867	-	867
Vesting of share options	-	-	-	-	(5,142)	-	(5,142)
Dividends paid	-	-	-	-	(1,530)	-	(1,530)
Other transactions: On acquisition of subsidiary	-	-	-	-	-	294	294
Balance as at 30 June 2014	1,581	121,737	4,034	(3,329)	5,820	570	130,413
Comprehensive income:
Profit for the year	-	-	-	-	5,404	(287)	5,117
Other comprehensive income:
Exchange differences arising on translation of foreign entities	-	-	-	(3,786)	-	-	(3,786)
Transactions with owners recorded directly in equity:
Recognition of share based payments	-	-	-	-	914	-	914
Dividends paid	-	-	-	-	(3,381)	-	(3,381)
Other transactions:
Acquisition of non-controlling interest without a change in control	-	-	-	-	(2,938)	-	(2,938)
Reserves transfer on acquisition of non-controlling interest	-	-	-	-	45	(45)	-
Purchase of Company's own shares	-	-	-	-	(3,673)	-	(3,673)
Conversion of share premium account	-	(70,000)	-	-	70,000	-	-
Balance as at 30 June 2015	1,581	51,737	4,034	(7,115)	72,191	238	122,666

Consolidated Cash Flow Statement			2015	2014
	Note		£'000	£'000
Profit for the year			5,117	3,251
Adjustments for:
Net finance (income)/charges	6		(1,172)	(2,407)
Tax expense/(credit)			1,680	(381)
Depreciation on property, plant and equipment			1,702	1,619
Amortisation of intangible assets			4,452	2,152
Impairment of intangible assets			-	5
Share of results of equity accounted investment			746	100
Loss/(gain) on disposal of subsidiary/equity accounted investment	11		1,456	(240)
Loss/(gain) on disposal of property, plant and equipment			114	(5)
Share-based payments expense			531	658
Operating cash flow before movement in working capital			14,626	4,752
Acquisition costs			3,041	5,044
Exceptional restructuring costs			678	4,351
Operating cash flow before movement in working capital and exceptionals			18,345	14,147
Increase in inventories			(377)	(2,725)
Decrease/(increase) in receivables			1,083	(9,227)
(Decrease)/increase in payables and accruals			(4,867)	4,025
Decrease in provisions			(1,824)	(1,049)
Cash generated from/(used in) operations			8,641	(4,224)
Acquisition costs payments			1,708	4,679
Exceptional restructuring payments			1,223	4,024
Headline Operating Cash Flow			11,572	4,479
Interest received			100	86
Interest paid			(858)	(792)
Tax paid			(963)	(816)
Net cash inflow/(outflow) from operating activities			6,920	(5,746)
Cash flow from investing activities
Purchase of property, plant and equipment			(2,588)	(2,814)
Purchase and development of intangible assets			(4,749)	(3,874)
Proceeds from sale of property, plant and equipment			990	231
Acquisition of investment in an associate			(1,912)	(745)
Acquisition of subsidiary, net of cash acquired	9		(2,450)	(50,484)
Net cash used in investing activities			(10,709)	(57,686)
Cash flow from financing activities
Proceeds from issue of share capital (net)			-	95,732
Payment on vesting of share options			(80)	(4,924)
Repurchase of shares			(3,550)	-
Drawdown/(repayment) of borrowings			4,066	(6,724)
Dividends paid			(3,381)	(1,530)
Net cash (outflow)/inflow from financing activities			(2,945)	82,554
Net (decrease)/increase in cash and cash equivalents			(6,734)	19,122
Other non-cash movements - exchange rate changes			(1,918)	(2,846)
Cash and cash equivalents at the beginning of year			20,795	4,519
Cash and cash equivalents at end of year			12,143	20,795
Cash and cash equivalents at end of year			12,143	20,795
Bank borrowings			(4,357)	(194)
Net cash			7,786	20,601

1.    Basis of preparation

 

The audited consolidated financial statements of Regenersis plc for the year ended 30 June 2015 have been prepared in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006. 

The preliminary statement of results was approved by the Board on 21 September 2015. The preliminary statement is derived from but does not represent the full Group statutory financial statements of Regenersis plc and its subsidiaries which will be delivered to the Registrar of Companies in due course.  The financial information for the year ended 30 June 2014 has been extracted from the Annual Report and Financial Statements, as filed with the Registrar of Companies. The Annual Report and Financial Statements for the year ended 30 June 2015 will be delivered to the Registrar of Companies following the Company's Annual General Meeting. The current auditor, KPMG LLP, has reported on the year ended 30 June 2015 and the year ended 30 June 2014. Their reports were (i) unqualified, (ii) did not include reference to any matters to which the auditor drew attention by way of emphasis without qualifying their reports and (iii) did not contain certain statements under section 498(2) and (3) of the Companies Act 2006.

2.    Segmental reporting

Depot Solutions

The Depot Solutions Division provides the Group's geographic infrastructure and core repair service, focusing on continuous improvement, common operating practices, IT platforms and efficiency.  It includes the operations in UK (excluding Glenrothes), Germany, Poland, Romania, Turkey, South Africa, Spain, Argentina, Mexico, India, Portugal, Russia, USA, and the Czech Republic.

Software and Advanced Solutions

The Software businesses include:

·     The Blancco business which was acquired in the previous financial year. The business specialises in the provision of data erasure software and is the leading global provider in this field.

·     The Xcaliber smartphone diagnostic business which has moved from a start-up focussed on product development, to a business with revenues and a market-ready product and  a promising sales pipeline. The Group increased its ownership of this business from 15% to 49% in July 2014.

The Advanced Solutions: Other businesses include:

·     The Set Top Box activities in Glenrothes.

·     The Set Top Box Diagnostics business  which started in 2011 - including the In Field Tester business and other remote diagnostics capabilities covering other countries including the USA, South Africa and Belgium.

·     The Digital Care Insurance business which launched in 2013, with activities principally in Poland.

	Revenue 2015 £'000	Share of associate 2015 £'000	Revenue 2015 £'000	Revenue 2014 £'000	Share of JCE  2014 £'000	Revenue 2014 £'000
Revenue from external customers
Depot Solutions	154,262		154,262	151,641	(446)	151,195
Software	15,150	(136)	15,014	2,382		2,382
Advanced Solutions	33,288		33,288	43,905	-	43,905
Software and Advanced Solutions	48,438	(136)	48,302	46,287	-	46,287
Total Group	202,700	(136)	202,564	197,928	(446)	197,482

There are two customers who account for more than 10% of Group's revenue and had total revenues of: £27,878,429 and £24,909,276; (2014: three customers £28,264,525, £23,920,662 and £20,112,833).

The revenues from the two largest customers were split across the segments as follows: Depot Solutions £51,407,198 (2014 from the three largest customers: £70,963,608), Advanced Solutions £1,380,507 (2014: £1,334,412) and Software £nil (2014: £nil). These are significant in the context of the Group although we contract with them under several service agreements in several different countries.

			2015	2014
			£'000	£'000
Headline segment profit
Depot Solutions			8,623	8,112
Software			5,382	512
Advanced Solutions			6,578	6,941
Software and Advanced Solutions			11,960	7,453
Total Group			20,583	15,565
Corporate costs			(5,157)	(4,600)
Headline Operating Profit			15,426	10,965
Exceptional restructuring costs			(678)	(4,351)
Acquisition costs			(3,041)	(5,044)
Amortisation of intangible assets			(3,349)	(589)
Share-based payments			(531)	(658)
Group Operating Profit before disposal of subsidiaries			7,827	323
Loss on disposal of subsidiaries			(1,456)	-
Group Operating Profit			6,371	323
Share of results of equity accounted investments			(746)	(100)
Profit on disposal of jointly controlled entity			-	240
Operating profit from continuing operations			5,625	463
Finance income			143	86
Revaluation of contingent consideration			3,302	4,695
Unwinding of discount factor on contingent consideration			(934)	(1,063)
Other finance costs			(1,339)	(1,311)
Net finance income			1,172	2,407
Profit before tax			6,797	2,870

3.    Acquisition costs

			2015	2014
			£'000	£'000
Acquisition costs, deal costs and other M&A related costs			3,041	5,044

Acquisition costs relate to the M&A activity within the year, with the most significant relating to the acquisition of SafeIT and additional investments in Xcaliber and Blancco sales offices.

4.    Exceptional restructuring costs

			2015	2014
			£'000	£'000
Redundancies and restructuring			678	3,610
Onerous lease and dilapidation provision			-	741
			678	4,351

Exceptional redundancy and restructuring costs relate primarily to finalisation of the restructuring activities carried out in the second half of the previous financial year.

5.    Profit for the year

Profit for the year has been arrived at after charging/(crediting):

	2015	2014
	£'000	£'000
Depreciation of property, plant and equipment - owned	1,702	1,619
Loss/(profit) on disposal of property, plant and equipment	29	(5)
Amortisation of intangible assets including software licences	4,452	2,152
Cost of inventories recognised as an expense	91,372	100,406
Staff costs	60,368	59,235
Net foreign exchange (gains)/losses	(233)	241

Within the P&L, the Group has realised a profit arising due to the translation of sales and purchases in foreign currencies into the reporting currency of the Group's subsidiaries.

6.    Finance costs and finance income

			2015	2014
			£'000	£'000
Bank interest receivable and similar income			143	86
Revaluation of contingent consideration			3,302	4,695
Total finance income			3,445	4,781
Interest payable on borrowings:
Bank loans and overdrafts			583	647
Other finance costs			756	664
Unwind of discount factor on contingent consideration			934	1,063
Total finance costs			2,273	2,374
Net finance income			1,172	2,407

Invoice financing facility charges were £0.2 million (2014: £0.2 million). Interest costs for the Revolving Credit Facility and other costs were £1.2 million (2014: £1.1 million).

The HDM contingent consideration is payable in September 2015 with a final payment agreed with the vendor of €1.4 million (£1.0 million). As a result, a revaluation of the contingent consideration in the year has resulted in a non-cash profit recorded of £3.3 million.

7.    Earnings per share (EPS)

					2015	2014
EPS Summary					Pence	Pence
Basic earnings per share					6.97	5.45
Diluted earnings per share					6.97	5.41
Adjusted earnings per share					16.19	16.16
Adjusted diluted earnings per share					16.19	16.06

			2015	2014	2015	2014
			Pence per share	Pence per share	£'000	£'000
Profit for the year			6.60p	5.96p	5,117	3,251
Loss attributable to non-controlling interests			0.37p	(0.51p)	287	(276)
Basic EPS/profit attributable to equity holders of the Company			6.97p	5.45p	5,404	2,975
Reconciliation to adjusted profit:
Amortisation of intangible assets			4.32p	1.08p	3,349	589
Exceptional bank charges			0.94p	0.91p	730	495
Acquisition costs			3.92p	9.24p	3,041	5,044
Share based payments			0.69p	1.21p	531	658
Unwinding of discount on contingent consideration			1.20p	1.95p	934	1,063
Adjustment to fair value of contingent consideration			(4.26p)	(8.60p)	(3,302)	(4,695)
Exceptional restructuring costs			0.88p	7.97p	678	4,351
Net asset write off on legal entity rationalisation			1.88p	(0.44p)	1,456	(240)
Tax impact of above adjustments			(0.35p)	(2.61p)	(269)	(1,418)
Adjusted EPS/profit for the year			16.19p	16.16p	12,552	8,822

Number of shares					2015	2014
					'000	'000
Weighted average number of ordinary shares					80,017	55,438
Treasury shares excluded					(2,467)	(854)
Weighted average number of ordinary shares (basic)					77,550	54,584
Effect of share options in issue					13	359
Weighted average number of ordinary shares (diluted)					77,563	54,943

8.    Acquisitions during the year

Acquisition of Safe IT

On 2 September 2014 the Group completed the acquisition of 100% of the issued share capital of SafeIT Security Sweden AB for a consideration of €1.8 million (£1.4 million), which was funded through the Group's cash reserves.

In the nine months to 30 June 2015, this acquisition has contributed total revenue of £260,000, Headline Operating Profit of £149,000 and operating profit of £149,000.

If the acquisition had been completed on the first day of the financial year, management estimates that the benefit to consolidated revenue for the year would have been £315,000, the benefit to consolidated Headline Operating Profit would have been £180,000, and the benefit to consolidated operating profit would have been £180,000. 

In determining these amounts, management has assumed that the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on the 1 July 2014.

The provisional book value and fair value of the assets acquired and liabilities assumed were as follows:

	Book Value £'000	IFRS Alignment £'000	Fair Value adjustments £'000	Fair Value £'000
Intangible assets - customer contracts	-	-	197	197
Property, plant and equipment	3	-	(3)	-
Deferred tax	(11)	-	18	7
Cash	153	-	-	153
External borrowings	-	-	-	-
Trade and other receivables	29	-	(27)	2
Trade and other payables	(55)	(100)	(210)	(365)
Net assets acquired	119	(100)	(25)	(6)
Goodwill				1,410
Total consideration				1,404
Satisfied by:
Cash paid in H1 2015				1,404
Total consideration				1,404

There were a number of fair value adjustments identified to get to the fair value following a review of all balance sheet categories. These adjustments include £197,000 relating to customer contracts intangibles, a provision against doubtful debtors (£27,000), write off of previously disposed property, plant and equipment (£3,000), and the recognition of accruals in respect to litigation, claims and other unrecorded liabilities (£310,000).

Trade receivables acquired totalled £29,000 gross and there was no bad debt provision. The goodwill of £1,410,000 can be attributed to the anticipated growth of the Software group, strategic benefits and workforce in place.

Acquisition of non-controlling interests in Blancco

On 2 September 2014, the Group acquired the remaining 25% of the share capital of Blancco Sweden SFO which it did not already own for an initial cost of SEK 2.8 million (£0.2 million).  The acquisition also includes an earn-out for the period to March 2016 and March 2017 based upon some growth metrics above a pre-agreed target revenue.  The estimated cash outflow at the time of settlement is difficult to predict but has been estimated as £1.9 million.  A deferred liability of £1.3 million has been established which represents the fair value at the acquisition date, using a discount rate of 13.1%.  At 30 June 2015, the deferred liability had increased to £1.9 million.  The earn-out is payable partly in Euros and partly in Swedish Krone.

On 30 September, the Group acquired the remaining 40% of the share capital of Blancco US LLC which it did not already own for a cost of $1.2 million (£0.7 million).  There is no earn-out.

On 30 June, the Group acquired the remaining 20% of the share capital of Blancco Central Europe GmbH which it did not already own for a cost of €0.4 million (£0.3 million) There is no earn-out.

9.    Cash flow - acquisition of subsidiaries net of cash acquired

Within the consolidated cash flow statement, the cash flow relating to acquisitions, net of cash acquired is reconciled as per the table below:

		£'000
SafeIT acquisition - initial cash consideration		1,404
SafeIT acquisition - cash acquired		(153)
Blancco Sweden minority buy out - cash consideration		238
Blancco US minority buy out - cash consideration		698
Blancco Central Europe minority buy out - cash consideration		263
Net cash flow - acquisition of subsidiaries, net of cash acquired		2,450

10.  Other acquisition

Investment in Xcaliber

On 21 November 2013, the Group completed the acquisition of 15% of the issued share capital of Xcaliber Technologies LLC and Xcaliber Infotech PVT Limited for a consideration of US$1.2 million (£0.75 million).

On 25 July 2014 the Group completed the acquisition of an additional 34% of the issued share capital of Xcaliber Technologies LLC for a consideration of US$3.3 million (£1.9 million) bringing the Group's share to 49%.

Xcaliber is a US based software business with a market leading mobile diagnostics technology which adds to our existing diagnostics offering in Europe, the US and globally.

The initial consideration of US$1.2 million cash was funded through the Group's Revolving Credit Facility and the subsequent consideration of US$3.3 million (£1.9 million) cash was funded through the Group's cash reserves.

11.  Disposal of subsidiaries

On 8 June 2014 the Group disposed of its entire shareholding in Regenersis Recommerce Limited and Regenersis Sweden AB for a consideration of £1.  The directors' do not consider this to be a separate major line of business and so, in accordance with IFRS 5, its results have not been classified as a discontinued operation. This transaction resulted on a non-cash loss on disposal of £1,456,000.

12.  Investments in Blancco sales offices

The Group's interest in the legal entities within the Blancco Group is as follows:

Company name		Ownership percentage of the Group as at 30 June 2015		Ownership percentage of the Group as at 30 June 2014		Country of incorporation
Blancco Oy Limited		100%		100%		Finland
Blancco UK Limited		100%		100%		England and Wales
Blancco Italy SRL		100%		100%		Italy
Blancco France SAS		51%		51%		France
Software Blancco S.A. de C.V. Mx		51%		51%		Mexico
Blancco US LLC		100%		60%		USA
Blancco Central Europe GmbH		100%		80%		Germany
Blancco Canada Inc		50%		50%		Canada
Blancco SEA Sdn Bhd		100%		100%		Malaysia
Blancco Australasia Pty Limited		100%		100%		Australia
Blancco Japan Inc		51%		51%		Japan
Blancco Sweden SFO		100%		75%		Sweden
SafeIT Security Sweden AB		100%		-		Sweden

13.  Dividends

	2015	2015	2014	2014
	£'000	Pence per share	£'000	Pence per share
Previous year final	2,118	2.68	885	1.83
Current year interim dividend	1,263	1.65	645	1.32
	3,381	4.33	1,530	3.15

14.  Bank borrowings

			2015	2014
			£'000	£'000
Due after more than one year:
Secured bank loan			4,357	194
Repayable: In the first to second years inclusive			4,357	-
In the third to fifth years inclusive			-	194

The bank borrowing is secured on the majority of the Group's assets for the duration of the Revolving Credit Facility. The total facility available to the Group as at 30 June 2015 totalled £39.0 million (2014: £39.0 million), of which £4.6 million (2014: £0.5 million) had been drawn down in cash, resulting in an unutilised facility of £34.4 million (2014: £38.5 million). Borrowing costs of £0.3 million (2014: £0.5 million) are set-off against the amount owing at year end.

All banking covenants have been satisfied in the year and show significant headroom for the foreseeable future.

15.  Subsequent Events

Banking facility

In September 2015, the Group extended the term of its banking facility with HSBC from October 2016 to October 2019, which gives Regenersis clear certainty of funding over the next four years. The costs of borrowing have fallen and the covenants remain unchanged.

All banking covenants have been passed and show significant headroom for the foreseeable future.

Acquisition of Tabernus

In September 2015, Regenersis acquired 100% of the share capital of Tabernus LLC and Tabernus Europe Limited, a privately owned provider of software erasure with the majority of its revenue in the USA.  The consideration was $12 million comprising cash payment of $10 million funded through the Group revolver facility and a maximum of $2 million in deferred cash consideration payable after 2 years.

Fair value calculations for this acquisition have not been completed due to the proximity of the acquisition to the published date of the accounts and as such has not been disclosed..

16.  Definitions

Headline Operating Profit

'Headline Operating Profit' is the key profit measure used by the Board to assess the underlying financial performance of the operating divisions and the Group as a whole. 'Headline Operating Profit' is stated before acquisition costs (because these are one off in nature), exceptional restructuring costs (because these are not considered to reflect the underlying performance of the Group's operating businesses), share-based payment charges (because these represent a non-cash accounting charge for long term incentives to senior management rather than the underlying operations of the Group's business), Amortisation or impairment of acquired intangible assets (because these are non-cash charges arising as a result of the application of acquisition accounting, rather than core operations), the non-cash amortisation charge of development expenditure capitalised (because this does not reflect an ongoing cash outflow of the Group), and disposal of subsidiaries (because these represent a one off non-cash charge to the Consolidated Income Statement)

Headline Operating Cash Flow 

'Headline Operating Cash Flow' is a key internal measure used by the Board to evaluate the cash flow of the Group. It is defined as operating cash flow excluding taxation, interest payments and receipts, acquisition costs, and exceptional restructuring costs. This is the key operating cash flow measure used by the board to assess the underlying cash flow of the Group.

Adjusted earnings per share

An adjusted measure of earnings per share has also been presented, which the Board consider gives a useful additional indication of the Group's performance.  Adjusted earnings are stated before amortisation or impairment of acquired intangible assets and development costs capitalised, amortisation of bank fees, exceptional restructuring costs, acquisition costs, share-based payments, losses on disposal of investments and jointly controlled entities, unwinding of the discounted contingent consideration, adjustments to estimates of contingent consideration, and tax impacts of the above. 'Adjusted earnings per share' is the key earnings per share measure used by the Board.

17.  Notice of Annual General Meeting

The Annual General Meeting of the Company will be held at 12 noon on Wednesday 25 November 2015 at Peel Hunt LLP, Moor House, 120 London Wall, London EC2Y 5ET.

18.  Report and Accounts

Copies of the Annual Report and Accounts will be available from the Company's website - www.regenersis.com from 22 September 2015. Copies will be sent to shareholders in due course and will be available from the registered office of 190 High Street, Tonbridge, Kent, TN9 1BE.

 

END

 

 

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