Final Results

RNS Number : 3979P

Tracsis PLC

17 November 2016

 

Date:	17 November 2016
On behalf of:	Tracsis plc
Embargoed until 0700hrs

Tracsis plc

('Tracsis', 'the Company' or 'the Group')

Audited results for the year ended 31 July 2016

Tracsis plc (AIM: TRCS), a leading provider of software and services for the traffic data and transportation industry, is pleased to announce its audited results for the year ended 31 July 2016.

Financial Highlights:

·      A further period of solid trading across the Group

·      Revenue increased 29% to £32.6m (2015: £25.4m), which is ahead of original market expectations

·      Adjusted EBITDA increased 17% to £7.6m (2015: £6.5m)

·      Adjusted Pre-tax Profit¹ increased 18% to £6.9m (2015: £5.8m)

·      Fully diluted adjusted² Earnings Per Share increased 22% to 22.37p (2015: 18.32p)

·      Cash balances at 31 July of £11.4m (2015: £13.3m) following acquisitions and investments - highly cash generative with operating cash generation of £7.0m and the Group continues to be debt free

·      Final dividend of 0.7p per share proposed.  Full year dividend increased 20% to 1.2p per share (2015: 1.0p)

Strategic and Operational Highlights:

·      Acquired businesses bedding in well and provided a positive contribution to Group revenues in the period

o  Acquisition of event traffic management specialists SEP Limited ('SEP') completed September 2015, which delivered a record year of trading, bolstered by a busy summer calendar and several intra-Group technology initiatives

o  Acquisition of software development and hosting business Ontrac Limited ('Ontrac') completed December 2015, which secured several major orders secured for its software products, hosting and bespoke development work

·      Strategic investments made:

o  Mobile analytics firm Citi Logik Limited ('Citi Logik') made September 2015

o  Mobile applications business Nutshell Software Limited ('Nutshell') made July 2016

·      First sales achieved following investment in new software products TRACS Enterprise and Bugle Day One, provides opportunity to roll out to current clients

Post period end highlights:

·      Significant order secured with a North American Class 1 railroad operator for Remote Condition Monitoring (RCM) hardware and software, illustrating that Tracsis has the capability and product set to address this large overseas market opportunity

John McArthur, Chief Executive Officer, commented: 

"Having put in place solid foundations at the beginning of the year with the Group's transactions and investments, the focus in the second half has been one of delivery. As a result the Group has achieved another set of positive results with strong growth in revenue and profitability. These results include our most active transactional period to date with the acquisitions of SEP and Ontrac, both of which are trading well and have further bolstered our positive performance, and a further two investments completed.  The result of these acquisitions made during the period, combined with good progress on new software development, has led to the Tracsis offering being significantly enhanced in terms of breadth and depth."

¹ Profit before tax, plus amortisation, share based payments and exceptional items

² Adjusted for amortisation, share based payments and exceptional items

Both the above metrics are used in research coverage on Tracsis and included for clarity for the benefit of shareholders.

Enquiries:

John McArthur / Max Cawthra, Tracsis plc	Tel: [phone]
Dominic Emery / Matt Lewis, Investec Bank plc	Tel: [phone]
Rebecca Sanders Hewett / Sarah Fabietti-Dallison / Sam Modlin, Redleaf PR	Tel: [phone] [e-mail]

 

Chairman & Chief Executive Officer's Report

A welcome from Chris Cole, Non-Executive Chairman

The enlarged Group has performed well in the year, and 2015-16 was a busy transactional period supporting our strategy, with two acquisitions completed, two small investments made, and the disposal of a non-core asset.  This activity was all successfully completed whilst Tracsis delivered a further period of strong trading which is testament to the hard work and dedication from the teams.  The Board thanks everyone for their hard work and contribution made during the year.

Introduction

The Group has once again enjoyed another year of growth and consolidation, with revenues rising to over £32m - ahead of original expectations, and EBITDA of over £7.5m. Both of these metrics are well ahead of the previous year and are significant achievements for Tracsis.  The business continues to benefit from a strong financial position, a great product and service offering, high degrees of predictable and recurring revenue, and a customer base made up of all the major transport owning Groups, infrastructure managers, and multiple blue chip engineering firms.  The acquisitions made during the year have strengthened and expanded the Group's customer footprint and opened up a host of new opportunities for its technology and services.

Business overview

Tracsis specialises in providing software products, consultancy services and delivering bespoke projects to solve a variety of problems within the transport and traffic sector.  The Group's market offering can be broadly categorised into two distinct offerings:

·      Rail Technology & Services:  Software development and licensing, remote condition monitoring (RCM), and technology led consulting.

The Group has a long pedigree in developing industrial strength optimisation software that covers a variety of resource/asset classes with the goal of reducing customer costs whilst increasing network performance.   This is complemented by the Group's RCM offering (hardware and software) that allows for real-time reporting on the status of critical infrastructure assets, to identify problems and aid with preventative maintenance.  Utilizing its expertise in the sector, the Group's professional services division, provides consultancy and specialist advice across the operational and strategic planning horizons and play a key role in advising owning Groups and regulatory bodies. By profit, this is the Group's largest division with higher margins.

·      Traffic & Data Services:  Data capture, analysis and interpretation of traffic and pedestrian data to aid with the planning, investment and ultimate operations of a transport environment. 

The Group has provided a variety of data capture and analytics since 2009, and have bolstered this offering to expand the Group's activities through a number of acquisitions and investments. In the past year - and via the acquisition of SEP - this division has expanded its addressable markets from rail, traffic and pedestrian movement to include the events industry, which is a significant and growing market within the UK.  By revenue, this is the largest part of the Tracsis Group and its broad offering uses a variety of technologies (such as WiFi, ATC, ANPR, mobile telco data) to deliver projects for a wide range of blue chip clients.

The Group's mission from the outset has been to solve complex, high value, data driven problems in the transportation markets.  Having recognised these problems exist in other related markets including the traffic and events industries and the Group has applied its expertise to address this.  These markets contain several attractive traits from a Tracsis perspective - high barriers to entry due to domain knowledge, large and disparate data sets, and with customers that understand the inherent value that can be released through the provision of a good solution or service.  In short, Tracsis focuses on solving problems that are well understood by its customers but for which there is poor provision from traditional technology providers due to the niche nature of these problems. 

Through the provision of the Group's products and services, Tracsis provides clients with better visibility and information on their operations which assists with key decision making.  This ultimately supports improving efficiency and productivity, reducing cost, and delivers a better, safer, more professional solution for the end consumer.

The Directors believe that the traffic, transport and event industries, in particular but not limited to passenger rail, is well positioned for further growth and the Group is able to capitalise on this with an expanding portfolio of products and service offerings.

Financial summary

The Group delivered revenue of £32.6m for the year, an increase of 29% on the prior year (2015: £25.4m) which exceeded the Board's original expectations and with contributions made from all parts of the business including the acquisitions completed during the year.  Adjusted pre-tax profit of £6.9m was also ahead of expectations and an increase of 19% on the previous year (2015: £5.8m).

Adjusted EBITDA* increased by 17% to £7.6m (2015: £6.5m) with statutory Profit before Tax lower than the previous year at £4.0m (2015: £4.5m).  As outlined within the January interim results, statutory PBT was impacted by exceptional items in respect of the two significant acquisitions made in H1 and the disposal of Tracsis Traffic Australia Pty.  In addition, share based payments rose due to the adoption and take-up from Tracsis employees of the Group's Long Term Incentive Plan, which has been a great success in terms of attracting, motivating and retaining the best and brightest talent.

At 31 July 2016, the Group had cash balances of £11.4m (2015: £13.3m), and cash generation remains strong. Overall cash balances decreased by £1.9m in the financial year, which takes account of c. £7.5m of investments being made in acquisitions and investments (net of cash acquired).  The business therefore generated net cash of c. £5.6m excluding the acquisitions, which demonstrates excellent conversion of profits to cash. The Group also continues to be debt free.

* Earnings before finance income, tax, depreciation, amortisation, exceptional items and share-based payment charges

Trading Progress and Prospects

Rail Technology & Services

Summary segment results:

Revenue                        £14.1m
EBITDA                         £5.3m
Profit before Tax             £5.1m

Software

Software sales, excluding Ontrac, which was acquired in December 2015, increased significantly by 18% to £6.6m (2015: £5.6m) with the vast majority of this revenue being made up by software licences, which are recurring in nature.  All aspects of the software portfolio performed well, with continued high levels of renewal rates for the TRACS, Compass and Datasys product suites.  Additional revenues were delivered from a combination of upselling and cross selling the Group's existing products to its customer base and also initial sales of new product lines.  During the year the Group continued to invest in product development and was pleased to secure the first sales for 'TRACS Enterprise' and 'Bugle DayOne'.  These new products take advantage of increased connectivity within a customer workforce via mobile devices, to deliver enhanced reporting across an organisation that can lead to improved decision making and service delivery.  Both products were developed in conjunction with the UK rail industry and there is a good opportunity to roll these out to the wider Tracsis customer base in due course.

Remote Condition Monitoring (RCM)

As seen in previous years, the timing of the revenue from the Framework Agreement with the Group's major UK customer is variable. As such, revenues of £2.2m were lower than the previous year (2015: £3.0m), largely due to the absence of any significant Framework Agreement orders. 

On 17 August 2016, the Group was pleased to announce a significant order from a North American Class 1 railroad operator for its RCM technology, which marks the Group's first major contract outside of the UK.  Under the terms of the agreement, the initial order comprises the outright purchase of RCM hardware units, software licences for the Group's data aggregation and analysis tool (Centrix), and various ancillary products.  The RCM units have already begun to be installed and this process will continue in the coming months across multiple locations on the client's network.  The total order value is in excess of $0.4m and is expected to be fulfilled before the end of 2016.

The Directors continue to view the overseas rail industry as providing exciting growth opportunities for the Group's RCM offering and extensive business development activity is underway.  The US market in particular is the largest and most accessible market and in recent years the Group has spent time getting to know the landscape and where remote condition monitoring technology can make a difference.  The contract win illustrates that the Group has the capability and product set to address this opportunity, and whilst the specific timing of further sales will always be difficult to predict, management remains confident of further growth and new sales in the short to medium term.

With the nature of this technology being applicable to other industries, the Group has focused on expanding this offering into new ventures in new sectors outside of the rail industry. As such, the Group was pleased to have won several pilots for monitoring of distributed power generation plants both in the UK and overseas.  Tracsis achieved its first revenue generating projects post year-end and these will be fulfilled in late 2016 / early 2017.

Consultancy and Professional Services

Revenue rose 7% to £2.1m (2015: £2.0m) with the Tracsis team supporting bidders for the East Anglia franchise competition, the Manchester Metrolink bid, and also the South Western franchise competition.  Alongside franchise bidding, the team continues to deliver a mix of work and its diversification into new service offerings such as performance modelling and train crew analysis was instrumental in achieving this growth.  The Group continues to target projects outside of franchise bid work in order to smooth the inherent revenue volatility that comes with work of this nature and good progress was made in this regard.  Looking ahead, the focus within the professional services team will be to further broaden and strengthen its consultancy offering whilst remaining flexible to the significant opportunities that exist within franchise bidding.

Ontrac

Ontrac, which was acquired in December 2015, performed well in the eight months post acquisition and contributed revenue of £3.2m.  This revenue came from a combination of software licences, hosting services, and bespoke software development work along with related consultancy services.  The business works extensively with Network Rail along with a wide variety of engineering and construction companies within the railway supply chain who use Ontrac's Connect, Rail Hub and National Hazard Directory products.

The acquisition of Ontrac has added significant breadth and depth to the Group's software offering, and also increased the weighting of recurring revenue (via licensing and hosting) as a proportion of overall Group income.   Furthermore, the diversity of the Ontrac customer base outside of the core UK rail market further diversifies Group revenue and offers some attractive cross-selling opportunities.

Traffic & Data Services

Summary segment results:

Revenue                        £18.5m
EBITDA                         £2.3m
Profit before Tax             £1.3m

Traffic Data and Passenger Counts

Traffic Data and Passenger Counts remains the largest part of the Group by revenue. Revenues from continuing operations increased 5% from £12.7m to £13.2m. As announced, in the period the Group disposed of Tracsis Traffic Data Pty Limited, a non-core operation which had contributed £2.2m of revenue in 2015 and £1.2m of revenue in 2016. Taking the disposal into account, there was a small decrease in sales from £14.9m to £14.4m in the year. 

In the past year trading conditions have remained positive and the Group's traffic data business is the largest of its type within the UK with an estimated market share of c. 45%.  The strategy for the division remains one of margin improvement through a variety of initiatives. Good progress has already been made and the focus over the coming years will be to continue to transition to a business that achieves enhanced operational efficiencies via an increased use of technology and process improvements. In doing so management believes significant improvements can be made to underlying profit margins.  Good progress has already been made, which should be reflected in future results although the full process is likely to take one to two years to complete.

SEP

SEP was acquired in the year, and has significantly increased the service offering and customer base of the Traffic Data division.  SEP's core business is traffic planning, consultancy and on-the-ground management of pedestrian and vehicle rich environments within the events industry, which covers a variety of large and complex venues ranging from music festivals to sporting events where the customer experience is critical. With the Group's existing offering in place, SEP was an obvious target for Tracsis, particularly with its long pedigree spanning over 25 years and an excellent reputation within the event space.  SEP continues to work with major, high profile clients, and has undertaken projects for a multitude of clients and event days. Its client base includes Silverstone, Goodwood, a Premier League Football Club, Jockey Club and many more. 

SEP achieved revenues of £4.1m in the period since acquisition (10 months) and traded in line with expectations. 

Australian disposal

As previously announced, on 22 December 2015, the Group disposed of Tracsis Traffic Data Pty Limited ('TTD'), a data capture operation that was originally acquired as part of the Sky High PLC acquisition in 2013.  The disposal took the form of a management buy-out and was in line with the Group's strategy to maintain strength in core markets where there is obvious ability to leverage from Group resources.

The disposal proceeds include an initial payment of AUS $285k and deferred consideration of AUS $799k payable over three years to give total consideration of AUS $1,084k.  As part of the disposal agreement, the Group has security arrangements over the shares and assets of TTD and connected parties, which will remain in place until the consideration is paid in full.

Dividends

In February 2012, the Board implemented a progressive dividend policy and the Group intends to maintain this going forwards.  An interim dividend of 0.5p per share for FY 2015/16 was paid in April 2016.  A final dividend of 0.7p per share in respect of FY 2015/16 is proposed, to take the full year dividend to 1.2p.  This represents a 20% increase on the previous year's dividend of 1.0p per share. 

The dividends remain well covered by the Group's profitability and cash position, which supports its primary focus on growth via acquisition and further development of new products and services.  The Board is committed to maintaining the progressive dividend policy provided the business continues to trade in line with expectations.

The dividend will be paid on 10 February 2017 to shareholders on the register on 27 January 2017.

Acquisitions

This was a busy year for Tracsis from an M&A perspective, with the Group completing the acquisitions of SEP and Ontrac, and making investments into Citi Logik and Nutshell.

SEP Limited

On 25 September 2015, the Group acquired SEP Limited ('SEP').  Based from Boroughbridge, North Yorkshire, SEP is a leading provider of traffic planning, consultancy and management services for the events industry.  Since its formation in 1989, SEP's client list has grown to include many of the UK's largest and most prestigious outdoor entertainment and sporting fixtures, along with major agricultural events, air shows and music festivals. 

Having successfully collaborated on major events, it was clear that SEP is a natural enhancement to Tracsis' existing Traffic & Data Services division and offers strong cross sell and upsell opportunities along with a range of synergies from shared labour, technology and back office resources, providing an opportunity to increase profit margins. 

The acquisition consideration comprised an initial cash payment of £1.6m and the issue of ordinary shares with a value of £0.25m.  Contingent and deferred and consideration of up to £0.7m is payable over two years based on SEP achieving certain financial targets, giving a total maximum consideration of £2.6m.  

In the ten months since acquisition, SEP contributed revenue of £4.1m and an EBITDA of £0.3m which was in line with expectations.  The full benefits of this acquisition will be experienced in the year ending 31 July 2017 which would mark the end of a full 12 month period as part of the Tracsis Group and will include the months of August and September which form part of the peak months of the event season.

Ontrac Limited

On 1 December 2015, the Group acquired the entire issued share capital of Ontrac Limited and Ontrac Technology Limited (together being 'Ontrac'). Based in Gateshead and London, Ontrac is an award winning software development and IT solutions company that works with a range of clients in the transport, construction, engineering and local government sectors.   Ontrac's products have helped digitise process intensive workflows and aided with collaborative working through access to shared information. Ontrac is highly complementary to Tracsis' existing software development and consulting division and offers good cross sell and upsell opportunities across the Group along with obvious integration synergies and shared resources.

The acquisition consideration comprised an initial cash payment of £6.0m which was funded out of Tracsis cash reserves and the issue of ordinary shares in Tracsis with a value of £0.9m, along with a payment of £4.6m that represented the value of the Company's tangible net assets at completion.  Additional contingent consideration of up to £8.0m is payable subject to Ontrac achieving certain stretch financial targets in the two years post acquisition which are based on the profit contribution to the Group.  Therefore, Tracsis paid an initial amount of £11.5m (£6.9m goodwill and £4.6m for tangible assets) and on the basis that all stretch financial targets are achieved, the maximum total consideration will be £19.5m.

In the eight months since acquisition, Ontrac contributed revenue of £3.2m and an EBITDA of £1.1m.  This was in line with expectations and as noted in the interim results, the Group expected a large contribution in the second half of the financial year, which was delivered. The full benefits of this acquisition will be experienced in the year ending 31 July 2017 which would mark the end of a full 12 months as part of the Tracsis Group.

Investments

The Board made a number of small investments in the period:

In July 2016, the Group made an investment in Nutshell Software Limited ('Nutshell'). Nutshell specialises in application software for the rapid creation of mobile business applications across multiple platforms for large enterprise organisations within the transport, utilities, healthcare and energy sectors.  The business was formed in 2015, and is currently revenue generating.  As well as the complementary addressable markets, the Group believes there are good opportunities for Nutshell to benefit from the Group's links to the UK transport industry along with entering related industries. Under the terms of the investment, Tracsis have agreed to invest up to £0.5m via a combination of equity and convertible debt to acquire up to 37.8% of Nutshell.  The funds raised will be used primarily to promote sales and business development activity as the product is taken to market.

On 4 September 2015, the Group made a strategic investment to acquire up to 29.4% of Citi Logik Limited ('Citi Logik') via a combination of equity and convertible debt.  Citi Logik is an exciting proposition with a compelling value proposition to utilise consumer mobile phone data to model pedestrian and traffic movements through an environment.  So far, Tracsis has invested £0.5m into Citi Logik and holds an interest of 17%.  A Tracsis executive holds a position on the Citi Logik board of Directors and the Group continues to work with the executive team to promote the solution to its customer base.  Further investment into Citi Logik would only be undertaken in line with Citi Logik progress on their business plan and seeing traction with business development opportunities, although the technology and market opportunity at this stage remains compelling.

Overseas

Overseas growth continues to be a key part of the Group's long term growth strategy and given its success within the UK, overseas markets have remained relatively untapped, however solid progress has been made in the past year.  As noted previously, the Group secured a key win with a North American Class 1 operator for its remote condition monitoring technology, which is a significant milestone.  The Group continues to appraise multiple overseas opportunities and post year end achieved a software sale in the United Arab Emirates and also the North American RCM sale noted previously.   Total overseas revenues (excluding the disposal of Tracsis Traffic Data Pty) were £0.6m in the year, with work being delivered in Ireland, Sweden, New Zealand and the United States.

Impact of the EU Referendum

Following the EU Referendum decision, the Group has not experienced any material change in business activity or demand for its products and services. Whilst it is too early to assess any long term implications of this decision, the Group has not made any changes to financial forecasts in light of this.

Tracsis continues to benefit from operating within specific niche verticals of the traffic data and transport markets where it can provide demonstrable cost and efficiency savings to its customers. The Group believes that its market offering and the sectors in which it operates provides it with good resilience to external influences although, as prudent to do so, it remains vigilant of these influences.

Summary and Outlook

FY 2015/16 was another year of significant progress for Tracsis and the Group has continued to execute on its growth strategy.  The Group's technology and service offering has grown organically whilst also being bolstered by the additions of SEP and Ontrac, the full benefit of which will be seen later this year.  Furthermore, the Group's strategic investments offer exciting opportunities for the future.

Revenue, adjusted EBITDA and adjusted profit were all well ahead of the same period last year and the Group continues to benefit from a robust balance sheet with strong levels of cash generation and significant cash reserves.

Tracsis' strategy remains unchanged: to deliver shareholder value both organically and through acquisition of complementary businesses, and by developing products and services that solve well recognised, high value problems that are poorly served by existing technology. The Group's business model continues to focus on markets that generally have high barriers to entry, with contracts that are sold on a recurring/repeat basis, and to a retained customer base that is predominantly blue chip in nature.  This strategy has worked well in the past to generate good growth and significant returns for shareholders and the Group believes it will continue to work well in the future especially given the pace of change within its target markets.

Tracsis remains well placed to benefit from a growing UK traffic and transportation industry and the Group will continue to develop its overseas activities, which remain a significant opportunity for the future. Alongside this, the Group will continue to identify new opportunities where its technology and solutions can be applied.  In the meantime, Tracsis will continue to diversify its technology portfolio through working closely with its customers and through the prudent allocation of capital to make further acquisitions as and when these opportunities present themselves.

Thanks go to customers, shareholders, and most importantly the team here at Tracsis.

Chris Cole, Chairman

John McArthur, Chief Executive Officer

16 November 2016

 

Consolidated Statement of Comprehensive Income for the year ended 31 July 2016

			2016							2015
			Continuing operations	Acquisitions		Discontinued operations		Total		Continuing operations	Discontinued operations		Total
	Notes		£000	£000		£000		£000		£000	£000		£000
Revenue	3		24,062	7,341		1,238		32,641		23,137	2,245		25,382
Cost of sales			(8,448)	(4,111)		(715)		(13,274)		(8,324)	(1,308)		(9,632)
Gross profit			15,614	3,230		523		19,367		14,813	937		15,750
Administrative costs			(11,783)	(2,962)		(662)		(15,407)		(10,605)	(677)		(11,282)
Adjusted EBITDA*	3		6,021	1,423		201		7,645		6,197	332		6,529
Amortisation of intangible assets			(714)	(664)		-		(1,378)		(714)	-		(714)
Depreciation			(621)	(123)		(29)		(773)		(652)	(72)		(724)
Exceptional item: Acquisition and disposal costs			-	(136)		(39)		(175)		-	-		-
Exceptional item: Loss on disposal			-	-		(272)		(272)		-	-		-
Share-based payment charges			(855)	(232)		-		(1,087)		(623)	-		(623)
Operating profit / (loss)			3,831	268		(139)		3,960		4,208	260		4,468
Finance income			21	15		-		36		31	-		31
Finance expense			(27)	(10)		(4)		(41)		(20)	(9)		(29)
Profit / (loss) before tax			3,825	273		(143)		3,955		4,219	251		4,470
Taxation			(372)	-		(50)		(422)		(679)	(62)		(741)
Profit / (loss) after tax			3,453	273		(193)		3,533		3,540	189		3,729
Other comprehensive income/(expense):
Items that are or may be reclassified subsequently to profit or loss
Foreign currency translation differences - foreign operations			-	-		189		189		-	(89)		(89)
Total recognised income for the year			3,453	273		(4)		3,722		3,540	100		3,640
Earnings per ordinary share
Basic	4		12.42p	0.98p		(0.69p)		12.71p		13.39p	0.71p		14.10p
Diluted	4		11.98p	0.95p		(0.67p)		12.26p		12.80p	0.68p		13.48p

* Earnings before finance income, tax, depreciation, amortisation, exceptional items and share-based payment charges.

Consolidated Balance Sheet as at 31 July 2016 

Company number: 05019106

		2016	2015
	Note	£000	£000
Non-current assets
Property, plant and equipment		2,608	1,930
Intangible assets		26,132	10,010
Investments - loan notes receivable		250	-
Investments - equity		500	-
Deferred consideration receivable		167	-
Deferred tax assets		573	882
		30,230	12,822
Current assets
Inventories		271	274
Trade and other receivables		6,166	4,273
Deferred consideration receivable		133	-
Cash and cash equivalents		11,385	13,341
		17,955	17,888
Total assets		48,185	30,710
Non-current liabilities
Hire-purchase contracts		296	229
Contingent & Deferred consideration payable		4,485	-
Deferred tax liabilities		4,284	1,734
		9,065	1,963
Current liabilities
Hire-purchase contracts		368	171
Trade and other payables		8,354	5,697
Contingent & Deferred consideration payable		1,665	-
Current tax liabilities		67	502
		10,454	6,370
Total liabilities		19,519	8,333
Net assets		28,666	22,377
Equity attributable to equity holders of the company
Called up share capital		110	106
Share premium reserve		5,622	4,776
Merger reserve		3,010	1,846
Share based payments reserve		2,408	1,321
Retained earnings		17,516	14,517
Translation reserve		-	(189)
Total equity		28,666	22,377

 

Consolidated Statement of Changes in Equity

			Share				Share-based
	Share		Premium		Merger		Payments			Retained	Translation
	Capital		Reserve		Reserve		Reserve			Earnings	Reserve		Total
	£000		£000		£000		£000			£000	£000		£000
At 1 August 2014		105		4,591		1,846		698	10,709			(100)		17,849
Profit for the year		-		-		-		-	3,729			-		3,729
Other comprehensive expense		-		-		-		-	-			(89)		(89)
Total comprehensive income		-		-		-		-	3,729			(89)		3,640
Transactions with owners:
Dividends		-		-		-		-	(225)			-		(225)
Share based payment charges		-		-		-		623	-			-		623
Tax movements in equity		-		-		-		-	304			-		304
Exercise of share options		1		185		-		-	-			-		186
At 31 July 2015		106		4,776		1,846		1,321	14,517			(189)		22,377
At 1 August 2015		106		4,776		1,846		1,321	14,517			(189)		22,377
Profit for the year		-		-		-		-	3,533			-		3,533
Other comprehensive income		-		-		-		-	-			22		22
Reclassification on disposal		-		-		-		-	-			167		167
Total comprehensive income		-		-		-		-	3,533			189		3,722
Transactions with owners:
Dividends		-		-		-		-	(301)			-		(301)
Share based payment charges		-		-		-		1,087	-			-		1,087
Tax movements in equity		-		-		-		-	(233)			-		(233)
Exercise of share options		3		846		-		-	-			-		849
Shares issued as consideration		1		-		1,164		-	-			-		1,165
At 31 July 2016		110		5,622		3,010		2,408	17,516			-		28,666

 

Consolidated Cash Flow Statement

for the year ended 31 July 2016

		2016	2015
	Notes	£000	£000
Operating activities
Profit for the year		3,533	3,729
Finance income		(36)	(31)
Finance expense		41	29
Depreciation		773	724
Loss on disposal of plant and equipment		2	3
Loss on disposal of business		272	-
Amortisation of intangible assets		1,378	714
Income tax charge		422	741
Share based payment charges		1,087	623
Operating cash inflow before changes in working capital		7,472	6,532
Movement in inventories		3	(11)
Movement in trade and other receivables		(506)	169
Movement in trade and other payables		(17)	(378)
Cash generated from operations		6,952	6,312
Finance income		36	31
Finance expense		(41)	(29)
Income tax paid		(1,081)	(964)
Net cash flow from operating activities		5,866	5,350
Investing activities
Purchase of plant and equipment		(795)	(697)
Proceeds from disposal of plant and equipment		83	59
Acquisition of subsidiaries		(6,761)	-
Proceeds from disposal of subsidiaries		166	-
Equity investments and loans to investments		(750)	-
Receipt of deferred consideration		74	-
Payment of deferred & contingent consideration		(30)	-
Net cash flow used in investing activities		(8,013)	(638)
Financing activities
Dividends paid	5	(301)	(225)
Proceeds from exercise of share options		849	186
Hire purchase repayments		(369)	(186)
Net cash flow from / (used in) financing activities		179	(225)
Net (decrease) / increase in cash and cash equivalents		(1,968)	4,487
Effect of exchange fluctuations		12	(66)
Cash and cash equivalents at the beginning of the year		13,341	8,920
Cash and cash equivalents at the end of the year		11,385	13,341

 

Notes to the Consolidated Financial Statements

1          Financial information

The financial information set out above does not constitute the company's statutory accounts for the years ended 31 July 2016 or 2015 but is derived from those accounts. Statutory accounts for 2015 have been delivered to the registrar of companies, and those for 2016 will be delivered in due course. The auditors have reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

2          Basis of preparation

(a)        Statement of compliance

The Group consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRSs') as adopted by the EU and applicable law. The Company has elected to prepare its parent company financial statements in accordance with FRS 101.  These parent company statements appear after the notes to the consolidated financial statements

 (b)       Basis of measurement

The Accounts have been prepared under the historical cost convention.

(c)        Functional and presentation currency

These consolidated financial statements are presented in sterling, which is the Group and Company's functional currency.  All financial information presented in sterling has been rounded to the nearest thousand.

(d)        Use of estimates and judgements

The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.  The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis.  Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects that period, or in the period of the revision and future periods, if the revision affects both current and future periods.

 (e)       Accounting Developments

The Group and Company financial statements have been prepared and approved by the directors in accordance with International Financial Reporting Standards as adopted by the EU ("Adopted IFRSs"). The accounting policies have been applied consistently to all periods presented in the consolidated financial statements, unless otherwise stated.

Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for the group's accounting period beginning on or after 1 August 2015. The following new standards and amendments to standards are mandatory and have been adopted for the first time for the financial year beginning 1 August 2015:

·      Annual Improvements to IFRSs 2010 - 2012 Cycle

·      Annual Improvements to IFRSs 2011 - 2013 Cycle

These standards have not had a material impact on the Consolidated Financial Statements.

Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for the group's accounting period beginning on or after 1 August 2016. The Group has elected not to adopt early these standards which are described below:

·      Accounting for Acquisitions of Interests in Joint Operations (Amendments to IFRS 11)

·      Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to IAS 16 and IAS 38)

·      Equity Method in Separate Financial Statements (Amendments to IAS 27)

·      Annual Improvements to IFRSs 2012-2014 Cycle - various standards

·      Investment Entities: Applying the Consolidation Exception (Amendments to IFRS 10, IFRS 12 and IAS 28)

·      Disclosure Initiative (Amendments to IAS 1)

·      Disclosure Initiative (Amendments to IAS 7)

·      Recognition of Deferred Tax Assets for Unrealised Losses (Amendments to IAS 12)

·      IFRS 15 Revenue from Contracts with Customers

·      IFRS 9 Financial Instruments

·      Classification and Measurement of Share-based Payment Transactions (Amendments to IFRS 2)

·      IFRS 16 Leases

 (f)        Going concern

The Group is debt free and has substantial cash resources.  The Board has prepared cash flow forecasts for the forthcoming year based upon assumptions for trading and the requirements for cash resources.

Based upon this analysis, the Board has concluded that the Group has adequate working capital resources and that it is appropriate to use the going concern basis for the preparation of the consolidated financial statements.

 3          Segmental analysis

Following the acquisitions of SEP Limited and Ontrac Limited and the disposal of Tracsis Traffic Australia Pty Limited in the period, the Group has reviewed its internal reporting structures and has amended its Operating Segments. The Group has divided its results into two segments being 'Rail Technology and Services' and 'Traffic & Data Services'.

'Rail Technology and Services' includes the Group's Software, Consultancy and Remote Condition Monitoring technology and also includes Ontrac which was acquired in the period. Traffic & Data Services includes SEP which was acquired in the period.

In accordance with IFRS 8 'Operating Segments', the Group has made the following considerations to arrive at the disclosure made in these financial statements.

IFRS 8 requires consideration of the Chief Operating Decision Maker ("CODM") within the Group.  In line with the Group's internal reporting framework and management structure, the key strategic and operating decisions are made by the Board of Directors, who review internal monthly management reports, budgets and forecast information as part of this.  Accordingly, the Board of Directors are deemed to be the CODM.

Operating segments have then been identified based on the internal reporting information and management structures within the Group.  From such information it has been noted that the CODM reviews the business as two segments, receiving internal information on that basis.  The management structure and allocation of key resources, such as operational and administrative resources, are arranged on a centralised basis. 

In addition to the two segments referred to above, the CODM reviews a split of revenue streams on a monthly basis and as such, this additional information has been provided below.

	2016	2015
Revenue	£000	£000
Software	6,605	5,593
Consultancy	2,091	1,956
Acquisition: Ontrac	3,213	-
Remote Condition Monitoring Technology	2,157	2,975
Rail Technology & Services	14,066	10,524
Traffic & Data Services	14,447	14,858
Acquisition: SEP	4,128	-
Traffic & Data Services	18,575	14,858
Total revenue	32,641	25,382

Reconciliations of reportable segment revenues, profit or loss, assets and liabilities and other material items

Information regarding the results of the reportable segment is included below.  Performance is measured based on segment profit before income tax, as included in the internal management reports that are reviewed by the Board of Directors.  Segment profit is used to measure performance.  There are no material inter-segment transactions, however, when they do occur, pricing between segments is determined on an arm's length basis.  Revenues disclosed below materially represent revenues to external customers.

 

 3          Segmental analysis (continued)

	2016
	Rail Technology & Services	Traffic & Data Services	Unallocated	Total
	£000	£000	£000	£000
Revenues
Total revenue for reportable segments	14,066	18,575	-	32,641
Consolidated revenue	14,066	18,575	-	32,641
Profit or loss
EBITDA for reportable segments	5,346	2,299	-	7,645
Amortisation of intangible assets	-	-	(1,378)	(1,378)
Depreciation	(111)	(662)	-	(773)
Exceptional item: Acquisition & disposal costs	(79)	(96)	-	(175)
Exceptional item: Loss on disposal	-	(272)	-	(272)
Share-based payment charges	-	-	(1,087)	(1,087)
Interest receivable/payable(net)	-	-	(5)	(5)
Consolidated profit before tax	5,156	1,269	(2,470)	3,955

	2015
	Rail Technology & Services	Traffic & Data Services	Unallocated	Total
	£000	£000	£000	£000
Revenues
Total revenue for reportable segments	10,524	14,858	-	25,382
Consolidated revenue	10,524	14,858	-	25,382
Profit or loss
EBITDA for reportable segments	4,343	2,186	-	6,529
Amortisation of intangible assets	-	-	(714)	(714)
Depreciation	(73)	(651)	-	(724)
Share-based payment charges	-	-	(623)	(623)
Interest receivable/payable(net)	-	-	2	2
Consolidated profit before tax	4,270	1,535	(1,335)	4,470

	2016
	Rail Technology & Services	Traffic & Data Services	Unallocated	Total
	£'000	£000	£000	£000
Assets
Total assets for reportable segments (exc. cash)	2,401	6,944	-	9,345
Intangible assets and investments	-	-	26,882	26,882
Deferred tax assets	-	-	573	573
Cash and cash equivalents	4,365	1,507	5,513	11,385
Consolidated total assets	6,766	8,451	32,968	48,185
Liabilities
Total liabilities for reportable segments	(5,004)	(4,081)	-	(9,085)
Deferred tax	-	-	(4,284)	(4,284)
Deferred/contingent consideration	-	-	(6,150)	(6,150)
Consolidated total liabilities	(5,004)	(4,081)	(10,434)	(19,519)

3          Segmental analysis (continued)

	2015
	Rail Technology & Services	Traffic & Data Services	Unallocated	Total
	£'000	£000	£000	£000
Assets
Total assets for reportable segments (exc. cash)	1,722	4,755	-	6,477
Intangible assets	-	-	10,010	10,010
Deferred tax assets	-	-	882	882
Cash and cash equivalents	3,863	1,277	8,201	13,341
Consolidated total assets	5,585	6,032	19,093	30,710
Liabilities
Total liabilities for reportable segments	(3,967)	(2,632)	-	(6,599)
Deferred tax	-	-	(1,734)	(1,734)
Consolidated total liabilities	(3,967)	(2,632)	(1,734)	(8,333)

Geographic split of revenue

A geographical analysis of revenue is provided below:	2016	2015
	£000	£000
United Kingdom	30,798	22,534
Australia	1,238	2,245
Rest of the World	605	603
Total	32,641	25,382

 

4                      Earnings per share

Basic earnings per share

The calculation of basic earnings per share at 31 July 2016 was based on the profit attributable to ordinary shareholders of £3,533,000 (2015: £3,729,000) and a weighted average number of ordinary shares in issue of 27,807,000 (2015: 26,443,000), calculated as follows:

The earnings figure of £3,533,000 is split as £3,453,000 from continuing operations (2015: £3,540,000), £273,000 from acquisitions and (£193,000) from discontinued operations (2015: £189,000).

Weighted average number of ordinary shares

In thousands of shares

	2016	2015
Issued ordinary shares at 1 August	26,564	26,258
Effect of shares issued related to business combinations	360	-
Effect of shares issued for cash	883	185
Weighted average number of shares at 31 July	27,807	26,443

Diluted earnings per share

The calculation of diluted earnings per share at 31 July 2016 was based on profit attributable to ordinary shareholders of £3,533,000 (2015: £3,729,000) and a weighted average number of ordinary shares in issue after adjustment for the effects of all dilutive potential ordinary shares of 28,811,000 (2015: 27,656,000):

Adjusted EPS

In addition, Adjusted Profit EPS is shown below on the grounds that it is a common metric used by the market in monitoring similar businesses. A reconciliation of this figure is provided below:

	2016	2015
	£'000	£'000
Profit attributable to ordinary shareholders	3,533	3,729
Amortisation of intangible assets	1,378	714
Share-based payment charges	1,087	623
Exceptional item: Acquisition and disposal costs	175	-
Exceptional item: Loss on disposal	272	-
Adjusted profit for EPS purposes	6,445	5,066
Weighted average number of ordinary shares In thousands of shares
For the purposes of calculating Basic earnings per share	27,807	26,443
Adjustment for the effects of all dilutive potential ordinary shares	28,811	27,656
Basic adjusted earnings per share	23.18p	19.16p
Diluted adjusted earnings per share	22.37p	18.32p

5          Dividends

The Group introduced a progressive dividend policy during previous years. The cash cost of the dividend payments is shown below:

		2016	2015
		£000	£000
Final dividend for 2013/14 of 0.45p per share paid		-	119
Interim dividend for 2014/15 of 0.40p per share paid		-	106
Final dividend for 2014/15 of 0.60p per share paid		164	-
Interim dividend for 2015/16 of 0.50p per share paid		137	-
Total dividends paid		301	225

The dividends paid or proposed in respect of each financial year is as follows:

	2016	2015	2014	2013	2012
	£000	£000	£000	£000	£000
Interim dividend for 2011/12 of 0.20p per share paid	-	-	-	-	48
Final dividend for 2011/12 of 0.35p per share paid	-	-	-	-	87
Interim dividend for 2012/13 of 0.30p per share paid	-	-	-	75	-
Final dividend for 2012/13 of 0.40p per share paid	-	-	-	102	-
Interim dividend for 2013/14 of 0.35p per share paid	-	-	89	-	-
Final dividend for 2013/14 of 0.45p per share paid	-	-	119	-	-
Interim dividend for 2014/15 of 0.40p per share paid	-	106	-	-	-
Final dividend for 2014/15 of 0.60p per share paid	-	164	-	-	-
Interim dividend for 2015/16 of 0.50p per share paid	137	-	-	-	-
Final dividend for 2015/16 of 0.70p per share proposed	194	-	-	-	-

The total dividends paid or proposed in respect of each financial year ended 31 July is as follows:

	2016	2015	2014	2013	2012
Total dividends paid per share	1.2p	1.0p	0.8p	0.7p	0.55p

The dividend will be payable on 10 February 2017 to shareholders on the Register at 27 January 2017.

6          Acquisitions, disposals and investments during the year

a)         Acquisition: SEP Limited and SEP Events Limited

On 25 September 2015, the Group acquired 100% of the share capital of SEP Limited and its wholly owned subsidiary SEP Events Limited (SEP).

The acquisition had the following effect on the Group's assets and liabilities on the acquisition date:

			Recognised
	Pre-acquisition	Fair value	value on
	carrying amount	adjustments	acquisition
	£000	£000	£000
Intangible assets: Customer relationships	-	1,449	1,449
Tangible fixed assets	333	-	333
Trade and other receivables	811	-	811
Trade and other payables and deferred income	(980)	(100)	(1,080)
Hire Purchase contracts	(133)	-	(133)
Deferred tax liability	-	(261)	(261)
Net identified assets and liabilities	31	1,088	1,119
Goodwill on acquisition			555
			1,674
Consideration paid in cash			1,638
Net cash acquired			(644)
Net cash flow			994
Consideration paid: fair value of shares issued			250
Fair value of deferred and performance consideration payable			430
Total consideration			1,674

In the period to 31 July 2016 the Company contributed revenue of £4.1m and pre tax profit of £0.15m to the Group's results, excluding amortisation of associated intangible assets, exceptional costs and share based payments. 

b)         Acquisition: Ontrac Limited and Ontrac Technology Limited

On 1 December 2015, the Group acquired the entire issued share capital of Ontrac Limited and Ontrac Technology Limited (together being "Ontrac").

The acquisition had the following effect on the Group's assets and liabilities on the acquisition date:

			Recognised
	Pre-acquisition	Fair value	value on
	carrying amount	adjustments	acquisition
	£000	£000	£000
Intangible assets: Technology assets	-	1,400	1,400
Intangible assets: Customer relationships	-	13,494	13,494
Tangible fixed assets	121	-	121
Trade and other receivables	1,510	-	1,510
Trade and other payables and deferred income	(1,483)	(468)	(1,951)
Hire purchase contracts	(54)	-	(54)
Income tax payable	(5)	-	(5)
Deferred tax liability	(4)	(2,681)	(2,685)
Net identified assets and liabilities	85	11,745	11,830
Goodwill on acquisition			602
			12,432
Consideration paid in cash			10,741
Net cash acquired			(4,974)
Net cash flow			5,767
Consideration paid: fair value of shares issued			915
Fair value of deferred and performance consideration payable			5,750
Total consideration			12,432

In the period to 31 July 2016 the Company contributed revenue of £3.2m and pre tax profit of £1.1m to the Group's results, excluding amortisation of associated intangible assets, exceptional costs and share based payment charges.

c)         Investment: Strategic Investment in Citi Logik Limited

On 4 September 2015, the Group made a strategic investment to acquire up to 29.4% of Citi Logik Limited (Citi Logik). Under the terms of the agreement, the Group agreed to invest up to £1.0m via a combination of equity and debt funding in return for up to 29.4% of the issued share capital in Citi Logik.

Investment of £0.5m (£0.375m equity and £0.125m debt) was made immediately with a further £0.5m subject to delivery of agreed business plan milestones. The initial investment represented 17.24% of the issued share capital of Citi Logik.

d)         Investment: Nutshell Software Limited

On 21 July 2016, the Group entered into an agreement to acquire up to 37.8% of Nutshell Software Limited for total consideration of £0.5m split as £0.25m of equity and £0.25m of debt. The investment will be made in three tranches and the first one made in July 2016 comprised a total of £0.25m which was split £0.125m equity and £0.125m of debt in return for 23.3% of the shares in the company.

 

e)         Disposal: Tracsis Traffic Data Pty Limited

On 22 December 2015, the Group disposed of Tracsis Traffic Data Pty Limited ("TTD"), its data capture operation in Australia, to Martin Prowse, the Managing Director of that Company as part of a management buy-out (the "Disposal"). 

In the year ended 31 July 2015, TTD generated revenue of £2.2m, EBITDA of £0.3m, Profit Before Tax of £0.25m and had tangible net assets of circa £0.5m.  For the period 1 August 2015 to 22 December 2015, TTD generated revenue of £1.2m and Profit Before Tax of £0.2m.

As part of the disposal agreement, the Group has security arrangements over the shares and assets of TTD and connected parties, which will remain in place until the consideration is paid in full.

The Disposal proceeds include an initial payment of AUS $285k and deferred consideration of AUS $799k payable over 3 years to give total consideration of AUS $1,084k. 

		AUS $'000		GBP £'000
Consideration:
Initial		285		136
Deferred		799		374
		1,084		510
Overdraft		64		30
		1,148		540
Net assets at disposal excl overdraft				645
Loss on disposal pre foreign exchange				(105)
Elimination of translation reserve				(167)
Loss on disposal				(272)
Initial Consideration received		285		136
Deferred consideration received		145		74
Receivable after more than one year		290		167
Receivable in less than one year		364		133
Total		1,084		510
Overdraft				30
Total consideration				540

The disposal had the following effect on the Group's assets and liabilities on the disposal date:

	Value on
	disposal
	£000
Tangible fixed assets	219
Trade and other receivables	934
Trade and other payables	(357)
Income tax payable	(101)
Hire purchase contracts	(50)
Net identified assets and liabilities	645
Elimination of translation reserve	167
Loss on disposal	(272)
	540
Consideration received in cash	136
Deferred consideration receivable	374
Overdraft disposed of	30
Total consideration receivable	540

7          Annual Report and Annual General Meeting

The Company anticipates dispatching a copy of its annual report and accounts to all shareholders on or around 5 December 2016. A copy will also be available on the Company's website www.tracsis.com.

The Annual General Meeting of the Company will be held at Leeds Innovation Centre, 103 Clarendon Road, Leeds, LS2 9DF on Friday 20 January 2016 at 1pm.

 

END

 

 

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