TRACSIS PLC
('Tracsis' or 'the Company')
Interim results for the six months ended 31 January 2009
Tracsis plc (AIM: TRCS), a provider of performance and planning optimisation software and consultancy services for the transport industries, today announces its interim results for the six months ended 31 January 2009.
Highlights:
A continued period of growth and profitability
Turnover of £945,000 (2008: £271,000), with a contribution of £632K from RWA Rail
Profit after tax of £172,000 (2008: £82,000)
Cash reserves of £2.77M (2008: £2.27M)
Strong balance sheet, no debt or bank borrowings
Acquisition (August 2008) and successful integration of RWA Rail Limited
RWA is a provider of specialist consultancy services to the rail industry
The transaction is significantly earnings enhancing to Tracsis
Complementary to Tracsis' core offerings and opportunity for client cross-selling
New client win during the period - London Overground Rail Operations (LOROL). All existing clients retained.
Successful revenue generating pilots carried out with new software offering 'TRACS Roster' - this product automates and optimises base roster production and will be used to identify further efficiencies and performance improvements for transport operators
Extensive franchise bidding and client support activity including London South Central, Melbourne Rail concession and Stockholm Metro
John McArthur, Chief Executive Officer, commented:
'I am very pleased with our continued growth and profitability which builds on strong maiden results delivered last year. The Group continues to trade profitably month to month and has achieved modest growth during a period of considerable economic upheaval within the transportation markets. Increasing pressures on transport operators to deliver growth and reduce costs at a time of falling passenger numbers have made our products and consultancy services more relevant than ever and there remains good opportunity for growth in spite of the recession at large. Furthermore, the integration of RWA Rail has been a great success and the enlarged Group benefits from a broad range of services which allow us to take a more end-to-end approach within the performance and planning market. Given this success, the group is well placed to exploit other opportunities within the UK rail and bus sector and hope to announce further developments soon.'
29th April 2009
Enquiries
Tracsis plc |
+ 44 (0) 845 125 9162 |
John McArthur, Chief Executive Officer |
|
Haggie Financial LLP |
+44 (0) 207 417 8989 |
Nicholas Nelson/Kathy Boate |
|
Zeus Capital Limited |
+44 (0) 161 831 1512 |
Alex Clarkson / Bobby Fletcher |
|
Chairman's and Chief Executive Officer's Report
Business Summary
Following an excellent start to the year, the Company is pleased to report a period of continued growth in both turnover and profitability across both revenue streams: software lease licensing and high value consultancy work to the passenger transport industries.
Sales have remained resilient during the economic downturn and this is in part due to our products and services being highly relevant to transport companies (especially passenger train operating companies) wishing to reduce costs whilst at the same time maintaining a commitment of robust service delivery to the general public. The acquisition and integration of RWA Rail has further broadened the Group's service offering and these two factors, combined with a growing reputation with the UK and overseas, has led to strong commercial activity during the period. We are pleased to announce that London Overground Rail Operations (LOROL) have adopted our TrainTRACS scheduling software and we continue to work with them, and other rail operators such as Virgin Trains, National Express and Go-Ahead Group, on new product initiatives. Moving towards the summer, our sales pipeline remains high and we anticipate healthy trading through to year end.
In August 2008 Tracsis completed the acquisition of RWA Rail Limited ('RWA') and we are pleased to report successful business integration across both our Leeds and Loughborough offices and a positive response from the rail industry. The addition of RWA provides the business with a unique foothold in the performance planning, timetabling and rostering field. Our enlarged team is now able to undertake larger, broader software and consultancy projects within the transport industry and provide a more end-to-end service offering to customers.
Financial Review
Tracsis has contracts in place with some of the largest transport operators throughout the UK and operates a revenue model which provides for a high percentage of recurring revenue and therefore visibility of earnings.
The Company continued to enjoy buoyant trading during the period. The significant shift in turnover reflects the integration of RWA which contributed £632K to the overall figure, whilst the original Tracsis software licensing business demonstrated growth in sales of 15% over the period.
Income statement
A summary of the Group's results is set out below:
|
Six months |
Six months |
Year |
|
ended |
ended |
ended |
|
31 January |
31 January |
31 July |
|
2009 |
2008 |
2008 |
|
£'000 |
£'000 |
£'000 |
Turnover |
945 |
271 |
805 |
Operating profit |
194 |
77 |
300 |
Profit for the period |
172 |
82 |
299 |
Revenues are derived from the sale of software licences along with associated customer support and maintenance contracts and the provision of consultancy services to customers in the rail industry. Sales revenue is analysed further below.
|
Six months |
Six months |
Year |
|
ended |
ended |
ended |
|
31 January |
31 January |
31 July |
|
2009 |
2008 |
2008 |
|
£'000 |
£'000 |
£'000 |
Software licences |
148 |
144 |
489 |
Customer support and maintenance contracts |
69 |
60 |
118 |
Consultancy and training revenue |
728 |
67 |
198 |
Total revenue |
945 |
271 |
805 |
Balance sheet
The Group continues to have a strong balance sheet following the additional placing of shares in August 2008 which raised £183,000 of additional funding for the Group. As in prior periods the Group has no external borrowings. Cash balances have increased in the period from £1,898,000 at 31 July 2008 to £2,505,000 at 31 January 2009 with the principal elements of the movement being:
|
Six months |
Six months |
Year |
|
ended |
ended |
ended |
|
31 January |
31 January |
31 July |
|
2009 |
2008 |
2008 |
|
£'000 |
£'000 |
£'000 |
Net cash generated by operating activities |
987 |
(81) |
(491) |
Net cash used in investing activities |
(925) |
18 |
90 |
Net cash generated from financing activities |
183 |
1,616 |
1,584 |
Arising on acquisitions |
362 |
- |
- |
Movement during the period |
607 |
1,553 |
1,183 |
The Company continues to manage its operational expenditure prudently.
Outlook
We remain pleased with our continued growth and profitability which builds on strong maiden results delivered last year. The Group continues to trade profitably from month to month and has achieved modest growth during a period of considerable economic upheaval to the transportation markets. Increasing pressures on public transport operators to deliver growth and/or reduce costs at a time of falling passenger numbers have made our products and consultancy services more relevant than ever before and there remains good opportunity for growth in spite of the recession at large. The integration with RWA Rail Limited has been a great success and the Group now benefits from a broad range of services which allows us to fulfil a more end-to-end approach within the performance and planning market. Given this success, the group is well placed to exploit other opportunities within the UK rail and bus sector and hope to announce further developments soon.
RD Jones Chairman |
JC McArthur Chief Executive Officer |
28rd April 2009 |
|
Tracsis plc
Condensed consolidated interim income statement - unaudited
For the six months ended 31 January 2009
|
Six months |
Six months |
Year |
|
ended |
ended |
ended |
|
31 January |
31 January |
31 July |
|
2009 |
2008 |
2008 |
|
|
Restated |
|
|
£'000 |
£'000 |
£'000 |
Revenue |
|
|
|
Acquisitions |
632 |
- |
- |
Continuing |
313 |
271 |
805 |
Total revenue |
945 |
271 |
805 |
Administrative expenses: |
(751) |
(194) |
(505) |
Operating profit |
|
|
|
Acquisitions |
164 |
- |
- |
Continuing |
30 |
77 |
300 |
Total operating profit |
194 |
77 |
300 |
Financial income |
55 |
18 |
93 |
Profit before tax |
249 |
95 |
393 |
Income tax charge |
(77) |
(13) |
(94) |
Profit for the period |
172 |
82 |
299 |
|
|
|
|
Earnings per share |
|
|
|
Basic |
0.91p |
1.22p |
2.47p |
Diluted |
0.84p |
1.13p |
2.37p |
Tracsis plc
Condensed consolidated interim balance sheet - unaudited
As at 31 January 2009
|
At |
At |
At |
|
31 January |
31 January |
31 July |
|
2009 |
2008 |
2008 |
|
|
Restated |
|
|
£'000 |
£'000 |
£'000 |
Assets |
|
|
|
Non-current assets |
|
|
|
Property, plant and equipment |
5 |
6 |
6 |
Intangible assets |
1,177 |
- |
- |
Deferred tax |
18 |
- |
18 |
Total non-current assets |
1,200 |
6 |
24 |
|
|
|
|
Current assets |
|
|
|
Trade and other receivables |
551 |
265 |
1,081 |
Cash and cash equivalents |
2,505 |
2,268 |
1,898 |
Total current assets |
3,056 |
2,533 |
2,979 |
|
|
|
|
Total assets |
4,256 |
2,539 |
3,003 |
Liabilities |
|
|
|
Non-current liabilities |
|
|
|
Deferred tax |
(2) |
(5) |
- |
Current liabilities |
|
|
|
Trade and other payables |
(437) |
(74) |
(302) |
Current tax |
(261) |
(100) |
(109) |
Total current liabilities |
(698) |
(174) |
(411) |
|
|
|
|
Total liabilities |
(700) |
(179) |
(411) |
|
|
|
|
Net assets |
3,556 |
2,360 |
2,592 |
|
|
|
|
Capital and reserves attributable to equity holders of the company |
|
|
|
Share capital |
76 |
70 |
70 |
Share premium reserve |
2,399 |
1,672 |
1,641 |
Share-based payments reserve |
89 |
16 |
61 |
Retained profits |
992 |
602 |
820 |
Total equity |
3,556 |
2,360 |
2,592 |
Tracsis plc
Consolidated statement of changes in equity - unaudited
For the six months ended 31 January 2009
|
|
|
Share |
|
|
|
|
|
Based |
|
|
|
Share |
Share |
Payments |
Retained |
|
|
Capital |
Premium |
Reserve |
Earnings |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Balance at 1 August 2007 |
- |
17 |
5 |
624 |
646 |
Profit for the six month period ended 31 January 2008 |
- |
- |
- |
82 |
82 |
Total recognised gains for the period |
- |
- |
- |
82 |
82 |
Share option charge in the period |
- |
- |
16 |
- |
16 |
Adjustment for options subsequently exercised |
- |
- |
(5) |
5 |
- |
Shares issued in the period (net of expenses) |
70 |
1,655 |
- |
(49) |
1,676 |
Equity dividend paid |
- |
- |
- |
(60) |
(60) |
Balance at 31 January 2008 |
70 |
1,672 |
16 |
602 |
2,360 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 August 2007 |
- |
17 |
5 |
624 |
646 |
Profit for the year ended 31 July 2008 |
- |
- |
- |
299 |
299 |
Total recognised gains for the year |
- |
- |
- |
299 |
299 |
Share option charge in the year |
- |
- |
61 |
- |
61 |
Adjustment for options subsequently exercised |
- |
- |
(5) |
7 |
2 |
Shares issued in the period (net of expenses) |
70 |
1,624 |
- |
(50) |
1,644 |
Equity dividend paid |
- |
- |
- |
(60) |
(60) |
Balance at 31 July 2008 |
70 |
1,641 |
61 |
820 |
2,592 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 August 2008 |
70 |
1,641 |
61 |
820 |
2,592 |
Profit for the six month period ended 31 January 2009 |
- |
- |
- |
172 |
172 |
Total recognised gains for the period |
- |
- |
- |
172 |
172 |
Share option charge in the period |
- |
- |
28 |
- |
28 |
Shares issued (net of expenses) |
6 |
758 |
- |
- |
764 |
Balance at 31 January 2009 |
76 |
2,399 |
89 |
992 |
3,556 |
Tracsis plc
Condensed consolidated interim statement of cash flows - unaudited
for the six months ended 31 January 2009
|
Six months |
Six months |
Year |
|
ended |
ended |
ended |
|
31 January |
31 January |
31 July |
|
2009 |
2008 |
2008 |
|
|
Restated |
|
|
£'000 |
£'000 |
£'000 |
Cash flows from operations |
|
|
|
Profit for the period |
172 |
82 |
299 |
Adjustments for: |
|
|
|
Interest received |
(55) |
(18) |
(93) |
Income tax charge |
77 |
13 |
94 |
Depreciation |
2 |
2 |
5 |
Share option expense |
28 |
16 |
61 |
Decrease/(increase) in trade and other receivables |
1,139 |
(101) |
(917) |
(Decrease)/increase in trade and other payables |
(308) |
(75) |
153 |
Net cash from operating activities |
1,055 |
(81) |
(398) |
Income tax paid |
(68) |
- |
(93) |
Net cash flows used in operating activities |
987 |
(81) |
(491) |
Cash flows used in investing activities |
|
|
|
Interest received |
55 |
18 |
93 |
Acquisition of subsidiary undertaking |
(979) |
- |
- |
Purchase of property, plant and equipment |
(1) |
- |
(3) |
Net cash flows used in investing activities |
(925) |
18 |
90 |
Cash flows from financing activities |
|
|
|
Share issue (net of expenses) |
183 |
1,676 |
1,644 |
Equity dividends paid |
- |
(60) |
(60) |
Net cash flows from financing activities |
183 |
1,616 |
1,584 |
Net increase in cash and cash equivalents |
245 |
1,553 |
1,183 |
Cash and cash equivalents at start of period |
1,898 |
715 |
715 |
Arising on acquisitions |
362 |
- |
- |
Cash and cash equivalents at end of period |
2,505 |
2,268 |
1,898 |
Notes to the consolidated interim report
For the six months ended 31 January 2009
Basis of preparation
There financial statements are the unaudited condensed half-yearly consolidated financial statements (the 'Half-Yearly Financial Statements') of Tracsis plc, a company incorporated in Great Britain and registered in England and Wales and its subsidiary (together, the 'Group') for the six months ended 31 January 2009.
These Half-Yearly Financial Statements have been prepared in accordance with IAS 34, 'Interim Financial Reporting' and should be read in conjunction with the annual audited financial statements for the year ended 31 July 2008, which have been prepared in accordance with International Financial Reporting Standards. These interim financial statements were approved by the board and authorised for issue on 28th April 2009.
The comparative figures for the full year ended 31 July 2008 are not the Group's full statutory accounts for that year. A copy of the Group's statutory accounts for that year has been delivered to the Registrar of Companies. The Auditors' Report on those accounts was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain a statement under section 237(2) or 237(3) of the Companies Act 1985. These Half-Yearly Financial Statements have neither been audited nor reviewed pursuant to guidance issued by the Auditing Practices Board.
The comparative figures for the six months ended 31 January 2008 have been restated. Previously £63,000 of costs relating to the flotation of the company on AIM was charged to the income statement in the published 2008 interim report. At 31 July 2008 these costs were reclassified as deductions from the share premium reserve and therefore the figures to 31 January 2008 have been restated to ensure consistency of accounting treatment between each period.
Accounting Policies
The accounting policies applied by the Group in these Half-Yearly Financial Statements are the same as those applied by the Group in its audited financial statements for the year ended 31 July 2008 and which will form the basis of the 2009 Annual Report.
The preparation of the Half-Yearly Financial Statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Estimates and judgements are continually evaluated and are based on historical experience and other factors, such as expectations of future events and are believed to be reasonable under the circumstances. Actual results may differ from these estimates. In preparing these Half-Yearly Financial Statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the audited consolidated financial statements for the year ended 31 July 2008.
Basis of consolidation
Where the company has the power, either directly or indirectly to govern the financial and operating policies of another entity or business so as to obtain benefits from its activities, it is classified as a subsidiary. The consolidated financial statements present the result of the company and its subsidiaries as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the consolidated balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated income statement from the date on which control is obtained.
Business segments
Primary format - business segment
In the opinion of the directors, the business operates as one business segment being the sale of software and consultancy services to the transportation industries - predominantly passenger rail and bus - that assist with the function of operational planning and performance .
Secondary format - geographic segment
The Group operates in the United Kingdom and thus has only one geographic segment.
Earnings per share
The calculation of earnings per share is based upon the profit after tax divided by the weighted average number of shares in issue during the period.
|
Profit after |
Weighted |
|
|
tax |
average number |
EPS |
|
£'000 |
of shares |
(pence) |
Basic earnings per share |
|
|
|
6 months ended 31 January 2009 |
172 |
18,945,418 |
0.91p |
6 months ended 31 January 2008 |
82 |
6,718,314 |
1.22p |
12 months ended 31 July 2008 |
299 |
12,081,414 |
2.47p |
|
|
|
|
Diluted earnings per share |
|
|
|
6 months ended 31 January 2009 |
172 |
20,375,522 |
0.84p |
6 months ended 31 January 2008 |
82 |
7,243,418 |
1.13p |
12 months ended 31 July 2008 |
299 |
12,606,516 |
2.37p |
At 31 January 2009, there were 1,430,104 share options granted but not yet exercised.
Related party transactions
The following transactions took place during the year with other related parties:
|
Purchase of |
Amounts owed to |
||||
|
goods and services |
related parties |
||||
|
|
|
|
|
||
Group |
H12009 |
H12008 |
FY2008 |
H12009 |
H12008 |
FY2008 |
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
The University of Leeds1 |
- |
5 |
10 |
- |
- |
3 |
Atraxa Consulting Limited2 |
13 |
7 |
38 |
5 |
1 |
8 |
Techtran Group Limited3 |
3 |
3 |
6 |
- |
- |
- |
Leeds Innovation Centre Limited4 |
17 |
11 |
27 |
- |
- |
2 |
1 - The University of Leeds is a significant shareholder and supplies staff on secondment to the company.
2 - Atraxa Consulting Limited provides accountancy services to the Group. One of the Company's directors, Darren Bamforth, is a director and shareholder of Atraxa Consulting Limited. Fees charged in the year ended 31 July 2008 included one-off fees of £19,350 relating to work undertaken in respect of the company's AIM admission.
3 - Techtran Group Limited is a significant shareholder in the company and supplies staff on secondment and office services to the company.
4 - Leeds Innovation Centre Limited is a company which is connected to the University of Leeds. Tracsis plc rents its office accommodation, along with related office services, from this company.
Acquisition of subsidiary undertaking
During the period Tracsis plc acquired the entire issued ordinary share capital of RWA Rail Limited. The Group has adopted the principles of acquisition accounting. The assets and liabilities arising from the acquisition are as follows:
|
Provisional |
|
Fair value |
|
£000 |
|
|
Trade and other receivables |
605 |
Cash at bank |
362 |
Trade and other payables |
(154) |
Income tax payable |
(139) |
Deferred tax provision |
(2) |
Net assets acquired |
672 |
|
|
Purchase consideration |
|
Cash |
796 |
Shares |
580 |
Deferred consideration |
290 |
Expenses of acquisition |
183 |
|
1,849 |
|
|
Provisional goodwill |
1,177 |
|
|
Cash outflow on acquisition |
617 |
Statement of Directors' Responsibilities
The Directors confirm to the best of their knowledge that:
i) The Half-Yearly Financial Statements have been prepared in accordance with IAS 34 as adopted by the European Union; and
ii) The interim management report includes a fair review of the information required by the FSA's Disclosure and Transparency Rules (4.2.7 R and 4.2.8 R).
Financial statements are published on the Group's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Group's website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.
The Directors of Tracsis plc and their functions are listed below.
By order of the Board
RD Jones
Chairman
JC McArthur
Chief Executive Officer
29th April 2009
Further information for Shareholders
Company number: |
05019106 |
|
|
Registered office: |
Leeds Innovation Centre |
|
103 Clarendon Road |
|
Leeds |
|
LS2 9DF |
|
|
Directors: |
Rodney Jones (Chairman) |
|
John McArthur (Chief Executive Officer) |
|
Robert Watson (Chief Operating Officer) |
|
Dr Raymond Kwan (Chief Technical Officer) |
|
Darren Bamforth (Group Finance Director) |
|
John Nelson (Non-Executive Director) |
|
Charles Winward (Non-Executive Director) |
|
|
Company Secretary: |
Darren Bamforth |